Starswirl's Story
by chillbook1
Summary: Due to Sombra's dark magic, Princess Celestia has become an evil tyrant, while Starswirl the Bearded teams up with the Elements of Harmony to defeat her.
1. Prologue

**Author's Note:Before the story starts, I would like to say a few things: Firstly, I do not own My Little Pony. Second, I know that any diligent brony will call me out on a seemingly obvious error. It is not an error. Continue reading, it will most likely be cleared up. Finally, this is my first story. I'm not asking you to go easy on me. Just keep in mind that I am learning. Read and review, if you would.**

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2000 years ago, there were three powerful unicorns who served the great king, Discord. These 3 unicorns were the best of friends and known all across Equestria. They discovered the most powerful artifacts in the universe, The Elements of Harmony and eventually, through their dedication to their very important jobs, became alicorns. Luna, the youngest of the three, was tasked with the job of raising the sun every morning and lowering it every night. Her elder sister, Celestia, had the job of raising the moon at night and lowering it during the day. Finally was Starswirl, who was tasked with summoning the stars every night and making them disappear every morning.

Starswirl had the most difficult job. He was responsible for the appearance of over a million stars every day. Even with his Element of Harmony and his natural-born talent, he struggled. So one night, while experimenting with some magic of his, he discovered a new, even more powerful magic than what he was using. But there was a catch to this power. It slowly drove him mad, filling his head with evil thoughts until, one day, he concocted a devious scheme.

His plan was to create a spell that would allow him to steal the power from his friends. With power over the sun, moon and stars he hoped to overthrow Discord and rule Equestria with an iron-hoof. He set out to write such a spell. When he thought it was perfect, he snuck into the training room where Discord was practicing magic with Luna and Celestia. Undetected, Starswirl fired the spell. Luna and Celestia, completely by chance, avoided the spell. The spell did indeed hit something though; Discord. Almost instantly the spell takes effect, turning their once loving and peaceful king into a deity of violence, chaos and hate.

The 3 Elements of Harmony, the sole defenders of Equestria, were forced to vanquish their master by turning him to stone (though Starswirl was a bit less hesitant than the sisters.) While his spell did not do as he wanted, Starswirl thought he had won. Him being the strongest of the 3 he made the assumption that he would be made leader. He was wrong. Celestia became ruler of Equestria and Starswirl was forced to be her assistant. Starswirl, not pleased with the events that have transpired, continues to work on the spell. Nearly 1000 years later, when he believes the spell is foal-proof, he tries again. The evil magic he had been using increased his already arrogant nature. Thinking he could not fail twice, he confronted the sisters directly.

Starswirl uses the spell on the sisters, hitting them this time. After nearly a millennia of planning, however, the spell still fails. This time, instead of swapping a personality, the spell swapped destiny. Once the smoke cleared, Luna discovered she now had control of the moon, while Celestia had the sun. When confronted by the sisters, Starswirls' anger at his own failure, coupled with the years of dark magic, drove him over the edge. Without warning, he underwent a physical transformation to make his outer appearance reflect his own twisted, evil mind. He became more smoke than flesh, and his eyes turning a sinister crimson with purple smoke billowing from the sides. He rampages, destroying part of the castle then rushed to the nearest kingdom, the Crystal Empire, to enslave its people.

Celestia and Luna travelled to the Crystal Empire to try and reason with their old friend. When Starswirl attacks them on sight, they realise he is gone. They use the remaining Elements to defeat him, but not before he casts 2 spells and completely shed his former identity. The first spell was to put a collective amnesia upon the crystal ponies, making them forget life before his rule. The second spell brung the Empire down with him to his prison, eternity in arctic ice. After the spells are in place, he sheds his former name of Starswirl. " You can never get rid of me Tia." , he says while being sealed in his ice prison."I will always survive. I am everything dark and evil. I am gloom and somberity. I am corruption and power. I. AM. SOMBRA!

With that, Celestia and Luna used their magic to remove Sombra's wings and banish him for eternity, Luna rushed away to alert the country of Sombra's betrayal and defeat. She did not get very far before she was stopped by her sister. Celestia explained that the ponies of Equestria can never know about what happened. First Discord, then Starswirl, it would appear to the subjects that Celestia is eliminating all threats to her rule. As both Discord and Starswirl were loved by everypony, it would begin a revolution if ponies began to think like that. But Celestia had a plan.

She would place the same collective amnesia spell that Sombra used on her own subjects. She hoped it would leave their memory of Starswirl as that he was an eccentric inventor with a long, flowing beard. This would allow people to forget about him, thus preventing a rebellion. Luna, however, saw it as unethical and wrong. She threatens to reveal the truth even after the spell is placed. When she cannot spark the memory of the Equestrians, she became angry. She made an agreement with her sister: They would fight and if Luna won the spell would be lifted. If Celestia won Luna would leave Equestria for 1000 years. Their battle was epic, but when the dust had settled, Celestia was the victor. Luna left Equestria and went to the moon, her moon, to bide her time and wait 1000 years. Celestia convinced the ponies that Luna was jealous of the sun and the day and had to be banished because of her trying to bring upon Nighttime Eternal.

1000 years later, Luna has returned for an attempt at a rematch under the same stipulations. Before Luna can issue the challenge, however, Twilight Sparkle and her friends Rainbow Dash, Fluttershy, Applejack, Pinkie Pie, and Rarity, the now 6 users of the Elements intervene. The Elements show Luna visions, visions of what would have happened if the Equestrians learned of Starswirls' secret. Death and war and hate everywhere. Canterlot was rubble, and all of Equestria was burning. Wounded ponies and burning corpses littered the streets. The face of the planet now riddled with craters, making it appear as a second moon. After that startling vision, Luna accepted Celestia's decision, asked for forgiveness and was returned her status of princess.

After that Twilight had many adventures defending Equestria from evil like Discord, Chrysalis, the queen of the changelings and Sombra himself, forced to live his life as a normal unicorn. Twilight then ascends to alicorn status after completing the spell that Starswirl started, but could not complete. And that is the end of the story. Or at least, it would be, had Princess Celestia not saved Sombra and kept him in a dungeon after Twilight defeated him.


	2. Meeting Old Faces

"So what's next?" said Celestia impatiently. She had been at this royal meeting in a sweltering hot room for 5 hours reviewing the economy and times when the princesses would need to make appearances across Equestria and plans of renovating the castle with her sister Luna, nephew Blueblood, and the captain of the royal guard, Shining Armor. While Luna was immersed in the conversation, Celestia was just about ready to scream in boredom.

"Well," said Blueblood, "The last thing for today is to review Cadence's proposal." Celestia remained silent, trying to make it look as though she was thinking, but Luna knew that face well. That it what her sister looked like whenever she was confused.

"Good gracious sister, dost thou not remember?!" said Luna with exasperation. "We hath reminded thou plenty of times."

"I know what the proposal is." said Celestia in a futile attempt to look informed. "I was just waiting for details."

"Deus bone, soror es, frustraneus" said Luna, "Cadence has requested that We travel to the changeling Hive and extend Our hoof in peace."

"So", said Blueblood, " Let's start by listing out pros and cons of an alli-"

"No" said Celestia.

"I beg your pardon?", said Blueblood in confusion,"Did you just say no?"

"Why, yes I did indeed. Now that that can be checked off of our agenda I believe the meeting is over."

"Auntie Celestia, why are you in such a rush?" said Blueblood, "Nopony else is acting hastily and you are by no means the only pony with plans today."

"Oh, so you have plans tonight, Blueblood?" said Shining Armor with a smirk, "What are you gonna do, get rejected by Rarity again?"

You would have thought a bomb went off based off the noise. Everypony was laughing, even Luna who seldom laughed, and Blueblood who was the butt of the joke.

The meeting room's doors burst open. In galloped an orange pegasus with bright blue eyes. He was clad in the standard gold armor showing he was part of Celestia's royal guard.

"Is everypony okay?", said the guard, "I heard a lot of noise and thought Queen Chrysalis was attacking again."

"At ease Sentry", said Shining Armor, "Come on in, Flash. We were just sharing a laugh. Nothing to worry about." He watched as the look on his second-in-command's face turned from concern to confusion.

"With all due respect, sir, I don't quite see what could be so funny at a royal meeting." said Flash Sentry

"Oh we were just poking fun at Blueblood's inability to bed Twilight Sparkle's friend, Rarity" said Celestia, still trying to hold back laughter.

"Twilight Sparkle?" said Flash Sentry, " Isn't she that new princess?" When he got the confirmation from everypony else he said, "Oh I like her. She's cute."

"Don't you have something better to be doing Sentry?!" said Shining Armor in annoyance. "What were you doing before you came in her?"

"Just guarding the door, sir." he replied.

"Well get back to it! And when you're done I want 50 laps around the castle!" spat the captain.

"Yessir!" said Flash, a bit confused at what had just transpired. He turned to the door when already psyching himself up for his punishment that he didn't deserve when Celestia spoke up.

"That won't be necessary." said Celestia, "You will have to excuse Shining Armor. He tends to be a bit overprotective of his little sister."

"Permission to speak sir?" said Flash, directing his unblinking eyes to his captain who looked angrier than a hippo with a hernia.

"Granted, though make it brief" said Shining.

"I would just like to say, I'm sorry. Sir."said Flash, "I simply didn't know, although I probably should have. She's just as brave as you, sir."

Shining Armor seemed to think. He mulled Flash's apology over in his head. "Apology accepted Sentry and your punishment has just been expunged. But I still need you to guard the door. And stay away from my sister!" he said as an afterthought.

"But before you leave Flash," said Celestia, "I need you to help us reach a consensus."

"Anything you wish, Princess." said Flash, "I am at your command and will try to be as helpful and honest as possible."

"Well, honesty is exactly what we need. Princess Mi Amore Cadenza, more known as Cadence, has suggested us extending the olive branch to the changeling queen. What do you think we should do."

"No disrespect, but I think you should tell Princess Cadence to lay off the cider." said Flash after considering shortly. "Any alliance with Chrysalis would be more trouble than it's worth. It would fall apart the moment she has an opening to overthrow us."

"See? Shining, you said Flash Sentry was the best long-term combat analyst you've ever seen. If he thinks its a bad idea, it is a bad idea." said Celestia knowing she has won the argument.

"Fine" said Blueblood, "But this is not over. Me and Cadence will write up a treaty and overview. Then we will bring it here so you may check it and reach a final decision."

"Well, now that we are done here, I will have to ask you to leave." said Celestia, a hint of impatience in her voice. One by one, they all filed out. All except for Shining Armor.

"Excuse me, your highness." said Shining Armor. Oh no,thought Celestia, he only refers to me as "your highness" when he's joking or nervous. And i bet it's the latter.

"At ease Armor. What is it?" said Celestia

"Well" said Shining Armor, " I was just wondering, I mean my work has been above satisfactory and I've been doing a lot of overtime, and… well… I guess what I am trying to say is… Can I please have a short little vacation. Just the weekend. I just really want to visit Twily, and Cadence and I haven't had a date in ages. So would it be too much to ask if I could ha-"

"Well of course you can have a vacation. You have certainly earned it. How about this?" said Celestia, "You can have paid leave-of-absence until either we are under attack or you feel like coming back."

"Oh thank you so much, Princess." said Shining Armor, squealing like a little filly with excitement. He hasn't been able to see his sister in months. He couldn't even remember how long it's been since he had… alone time… with his special mare.

"Well you should get going if you want to make the next train." said Celestia. She watched as her captain galloped out of the meeting room like a little school-filly. When she was sure he left, she ran toward the back wall.

"Aperi ostium secreta" muttered Celestia as her horn began to glow, not it's usual yellow, but an orange-red color. The wall split open just a little wider than her but touching all the way to the ceiling. She entered the crevice, closing it behind her. I remember Shining Armor's first day, she reminisced as she started down a long flight of cracked stone steps, he was so nervous. Answering every question with "yes your highness", never having an opinion different to mine. He was so cute. 15 years old when he joined. Who'd have thought he would have grown so fast. I remember at the end of that first day I said, "You're so stiff. I've been wanting a nice stiff stallion around here" The look on his face was priceless.

Finally reaching her destination, she looked in the large cage before her."Are you asleep?" she said tenderly.

"Asleep? I've been asleep for over 1000 years. I don't need sleep." said the prisoner bitterly, "Oh but I am forgetting my manners aren't ?" He knelt down and bowed. " Oh, Great Princess Celestia, goddess of the sun, lord of Our land, to whom We owe our lives simply for allowing Us to live, for what reason do you bless Our worthless existence with your presence?" says the unknown prisoner, his voice dripping with sarcasm.

"I just want to talk to you Starswirl." said Celestia, with more regret and sorrow than anger.


	3. Bad Meets Evil

"Starswirl?" said the prisoner, "Who the hay is Starswirl? Is he one of your righteous, holier-than-thou guards? Or one of your 'peaceful princes'? You once told me you were peaceful. Then you left me to die in that ice."

"First of all, you are Starswirl," said Celestia, "and secondly, you know it wasn't like that. Me and Luna tried but we had to put our kingdom first."

"You are not understanding me" said the prisoner, moving his dark, greasy mane from his eyes, "I am not Starswirl. I said it before and I'll say it again, I am King Sombra of the Crystal Empire, lord of shadows and the rightful ruler of Equestria! One day, one day soon, you will be bowing before me as I punish you for your treason, and as you beg for the mercy that is death I, being a merciful king, will grant it to you!" said Sombra, throwing himself against the bars of his prison.

"I know you don't mean that Starswirl. You are just confused." said Celestia feeling the tears well up, "We were wrong to heft all that responsibility on you. I just ask your forgiveness."

" Don't lie to me!" said Sombra with anger and frustration, "I know you desire something from me! Why else would you keep me alive?! You need me to do something for you! Well, what is it?!"

"You're right, Starswirl. I do need you to do something." said Celestia, using all her might simply to prevent herself from crying, "I need you to remember. Remember the times we had. The good times. We were friends. More than that." When Sombra looked up in curiosity, she knew she could get him to listen, even if just for a little.

"You were an alicorn. Prince of the Stars. You were loved by everypony, me especially." she continues, praying it will spark his memory, "You were the strongest of us overall, though I had better control and Luna was better at combat. You loved the rain because you said it could wash away your sorrows. You love apples and are allergic to oranges."

"Stop. Please." said Sombra. But Celestia pushed on.

"You were amazing with foals, Philomena is your pet phoenix, your favorite food is tomato and sapphire soup, something you picked up from your dragon friends."

"My head! Stop! Stop filling my head with lies!" said Sombra, hooves on his ears. When Celestia continued, he began to bang his head on the wall. "LIES!" he screamed "ALL LIES!"

"It is the truth, Starswirl, and you know it. Your favorite book was 'Magical Mystery over the Millennia'. You loved unexplainable things. Your favorite quote is-"

"Courage is not the absence of fear, it is taking action despite it. If you live without fear, you are stupid." , finished Sombra.

"See, you do remember." said Celestia, " Let's continue. You and Luna were almost inseparable. You still managed to find time for me, your filly-friend. I am madly in love with you and-"

"See, that's how I know you are a liar. You never loved me. You never have and you never WILL!" said Sombra, confused and angry.

"No!" said Celestia, raising her voice for the first time, "I did love you! I always have and I always will! Why can't you remember?! I'm sorry, it's all my fault! I should have tried harder, but you forced me to…" and, with that, the tears broke free. Celestia cried her eyes out, filled with regret and depression over her ex colt-friend.

Sombra looked up and saw Celestia crying. Then, something clicked in his mind. Suddenly, he remembers Starswirl. He is reminded of what he said when they first started dating. If I ever make you cry, he remembers saying, Remind me that it's a dream.

"Don't cry, Tia," said Sombra, "everything will be okay. I am sorry for all the pain I caused." Celestia looked Sombra in the eyes and they were different. His once scarlet eyes had become a deep, stunning blue.

"If it will stop you from crying, I will renounce my power." he said, as tender as his gruff, evil voice could get, "I will scream. Do not intervene. It is the only way. I am going to need some room." When Celestia looks at him with skepticism, he says "Oh come on, Tia, There is no way for me to escape." Celestia mulls it over, considering every possibility. Finally, she points her horn at the lock and says "Aperta porta custodiæ." The prison doors open with a creak. Sombra trotted out of the prison, looked at Celestia and smirked at her. Then without warning, his horn began to glow a midnight-blue. Then it happened. To say he screamed would be an understatement.

"AHHHHHHHHHHHHHHHH!", screamed Sombra. He screamed and screamed and screamed some more. He felt as though every atom in his body was melting. His body convulsed and spasmed. His eyes rolled back in his head. Black aura began to envelope his body. The black aura slowly turned to blue and, in that moment, he screamed louder than he ever had. Celestia, who had been resisting the urge this whole time, finally lost it.

"Starswirl!" she screamed, as she ran to put her hoof on his shoulder. Then, Celestia was the one screaming in pain. The blue aura quickly turned back to black and enveloped her. After a few more minutes of screaming, Celestia stopped and Sombra fell to the floor. Looking up through blurred vision, he sees Celestia standing before him. "Tia?" he asks.

"Princess Celestia is dead. Only Queen Solaris remains." she replies, with an evil grin.


	4. Leaving the Castle

"What happened?", said Sombra, getting to his hooves. After a few hard blinks, he regains his vision. Looking again, he sees that the mare standing before him couldn't possibly be Celestia. Her mane, normally blue, green, and pink, was now a deep orange. Her body now had a orange hue to it, and her eyes were now a fiery, magma red.

"It worked, Sombra.", said Celestia, with a devious gleam in her eye. "You can stop pretending now."

"What exactly worked, Tia?", said Sombra in confusion. He was not often confused. It was a new feeling to him. He did not like it.

"Like I said Sombra, Celesta is gone. Your plan worked. The evil has corrupted me, just like you intended. And to think she bought that thing about you not wanting to see her crying." Then it clicked in Sombra's head. Tia got in the way, thought Sombra, The dark magic must have hit her. Damn it! What to do?

"Right. Just checking to see if the magic transferred properly." said Sombra, "I obviously couldn't continue if Celestia was still in the picture. What are you called again?"

"Solaris, Queen of the Sun and all that it's light touches." replied Solaris, "Of course you are Sombra. Now, I wouldn't normally do this, but how would you like to work together? When we conquer, you can have half of Equestria. What do you say? All I need you to do is help me defeat my sister."

"Half of Equestria? Alright Solaris. You got yourself a deal." said Sombra with a devious grin. "Let's go. I don't know how to get out." For the first time, he got a good look around his prison. He realised it wasn't as bad as he thought from the cell. The room was clean, more or less. It was large (as far as prison cells go). It even had a window. What was that thing I read about? Sombra asked himself, Perceptive reality, was it? I need to do some research when I get out. "Let's go get Luna" said Sombra.

Solaris lead him up the long flight of stairs. What an asset, she thought to herself, He will be a powerful ally. Our rule will go on for eternity! "Here we are." she said aloud. She opened the secret door and led Sombra to the throne room, where she knew Luna would be.

Through the immaculately clean corridors of Canterlot Castle, they walked. After they reached the grand doors leading into the throne room, Solaris stopped. She closed her eyes, inhaled deeply and said, "Only Luna is in there. We should be able to take her without her alerting all of the guards in the castle."

"How could you possibly know that? Unless security changed, no X-ray or magic sensory is possible within the walls of the castle" questioned Sombra.

"The Sun." answered Solaris. "I can see whatever the sunlight touches. As long as the sun is up, I will be able to find her. Anymore questions? No? Good. let's go" And with that she opened up the doors to the throne room. "Stay behind me" whispered Solaris. Sombra fell back a couple of steps and let himself get blocked by Solaris. Together, they walk into the throne room. Inside, her sister was sitting on a mat, her eyes closed, meditating.

"Hello, sister" said Solaris in her most sing-songy voice. "What'cha doin?"

"Oh, I am just meditating." Luna replied, dropping the Royal We, which is only used for meetings nowadays. "What's up with you?" Then she opened her eyes and saw her sisters new look. "Is that what you were in such a rush for? To dye your mane?" she asked, "I wasn't aware you cared enough about your mane to alter. What's the occasion?" said Luna jokingly.

"I thought it time to find a suitor." said Solaris sarcastically, "Why, again, do you care Loony? Afraid that this will make me look that much better than you?"

"Relax, sis, I was joking. I was just commenting on your new mane. And don't call me that. It brings up bad memories from school."

"What, you mean when the kids called you Loony Luna?" said Solaris, her voice filled with malicious intent. "Or when you were called a stupid little blank-flank who will never be as good as her sister?"

"I don't remember that last one." said Luna, angrily. Why is she saying this?, she wondered.

"Oh you wouldn't remember." said Solaris, "I never said that one to your face."

"What is wrong with you today?" questioned Luna, "Why are you picking on me like this? This just like the Magic Academy."

"I'm not picking on you." shot Solaris, "I'm merely stating facts. Don't pretend like these are lies. You know, in your heart, that this is true."

"Give me one good reason not to hit you right now." responded Luna. Despite the breathing techniques she was using, her body was filling with rage.

"I invite you to try, Loony Luna." struck Solaris. With every word, she knew she was tipping Luna over the edge. "What was that rhyme they said in school? Oh, right" said Solaris with a sly grin

"Don't you dare sister!" shouted Luna

"Loony, Loony, Loony

Born with a silver spoon-y,

right in her mouth

when things go south

We'll send her to the Moon-y." said Solaris mockingly.

"Solaris we don't have time for this." said Sombra, stepping out from behind Solaris. "Hurry up and kill her. I'll be waiting outside."

"Sombra?!" shouted Luna in outrage, "You're behind all of this! When I get my hooves on you!" Luna locked eyes with Sombra and saw him… wink?

"Finish up here Solaris. I'll be waiting", said Sombra. He turned around and started for the door.

"I've always wanted to show you my power Loony." said Solaris. "You never could beat me. Let's see just how far you've come. Now, let's g-"

BOOM!

Solaris fell to the ground, unconscious. Standing behind her, his horn steaming, was Sombra. "Run." he says, gesturing for Luna to come with him. "We need the Elements of Harmony. Where are they?" They trot through the corridors at a brisk pace.

"We don't have them anymore." replied Luna "They are in Twilight Sparkle's possession. And you can't have them."

"I can't use them anyway." said Sombra irritably, "I need to get this Twilight Sparkle to help defeat Solaris. That's your sister by the way."

"Why should I trust you?" said Luna, suspiciously. "It's your fault Tia is like this."

"Well, for one I saved your life. Secondly, It's not completely my fault. Don't ask about it until we are on our way to…Where does Twilight Sparkle live?"

"Ponyville." replied Luna, unaware as to why she was even still talking to him.

"Then Ponyville it is then. We don't have much time. Solaris will be waking up any second.", he said, crossing the bridge that connected the castle to the city.

"There are the Pods" said Luna. The Pods are specified locations for unicorns to teleport from the castle to the Pods. Once they were in the city, they could teleport to Ponyville.

"Let's go!" screamed Sombra. He grabbed Luna by the hoof and thought of Canterlot, imagining every detail he could recollect. His horn began to glow dark blue and after a few seconds…

POP!

Luna and Sombra where surrounded by a burst of blue aura and a second later, they were in Canterlot. "Here Luna, you can take it from here." said Sombra, "After so long without using real magic, I am out of shape."

Rolling her eyes, Luna grabbed Sombra's hoof and focused on Ponyville, everything about it, the smell, the feel of the air anything she could remember and…

POP!

They were covered in a lighter blue light this time and when they looked up, they were in front of a huge tree, with windows and balconies and a large door. Sombra ran up, twirled around, and bucked the door down. Together, he and Luna rushed in.

"Do not worry Twilight." called Luna, "It's just me. Please come down here. We need your help."

"And shift too, we have to get moving" yelled Sombra. Twilight walked down her stairs.

"Spike! Shining!" she called over her shoulder. "Wake up! The princess needs us!" Turning her attention to Luna, she asks, "What do you need from me?" Then noticing the pony next to her she screams. "Ahhhh! Sombra!" screamed Twilight.

"Relax Twilight Sparkle. I do not want to fight. We need to move. All of Ponyville. To the other side of the planet. Now!." said Sombra.

"I can't do that!" screamed Twilight.

"Don't worry Twilight." said Luna. "We will help." Luna pointed her horn to the middle of the library. "Come on Twilight." Twilight, sensing the urgency in the princesses' voice, she pointed her horn as well. Their horns began to glow their respective colors of blue and purple.

"We don't have enough power!" said Twilight.

"Honestly! You ponies are hopeless!" said Sombra and he added his own magic to the mix. The library and all of Ponyville was covered in white light. The town started to fade and…

POP!

"Way to join us Starswirl." said Luna

"Starswirl?!" said Twilight in surprise


	5. Pony Jerks and Planning Rescues

"You're Starswirl the Bearded?!" exclaimed Twilight. "How did one of the most powerful unicorns in Equestria and controller of the Elements become such an evil, manipulative jerk?!"

"The bearded?" asked Starswirl, scratching his un-bearded chin. "My beard froze off long ago, along with my wings."

"Me and Shining Armor will go address the townsfolk and find your friends Twilight." said Luna as she trotted out the door.

"I still can't believe I'm in the presence of the great Starswirl the Bearded.", squealed Twilight. "I have read all of your books, even the ones in backwards, upside-down latin. Will you sign my books?"

"Sorry, I don't do autographs." said Starswirl.

"Why not?" asked Twilight

"The more things I sign, the more my signature goes down in value."

"Oh I understand. Sorry for troubling you." said Twilight sheepishly.

"Twilight Sparkle. Tell me about your friends. Who are they?" asks Starswirl.

"Well, there's Rarity, Applejack, Rainbow Dash, Fluttershy, and Pinkie Pie."

"What?! How are there 6 of you?! There are only 3 Elements." said Starswirl in surprise.

"No, sir. There are 6. One for each of us. Is that not how things were when you were in power?" replied Twilight.

"Great, now I have 3 extra ponies to deal with." said Starswirl grumpily. "What is taking Luna so long?" No sooner had he said that had Luna and Shining Armor burst through the door, trailed by 5 mares.

"What the hay is going on here Twilight?" exclaimed a blue pegasus with a rainbow mane.

"We heard ya' needed our help, sugarcube, and we got here in a Manehattan minute." said an orange pony with a Stetson hat.

"Are you throwing a party?!" said a pink Earth pony with a mane resembling cotton candy. "Twilight you can't throw a party without telling us! If I would have known I would have brought balloons. Oh and streamers. And cupcakes!"

"Relax, darling. I don't think Twilight is throwing a party. She isn't dressed up or anything." responded a white unicorn, her voice filled with class.

"Um… Twilight?" said a yellow pegasus in the back of the group. "I don't mean to rush, but Angel asked me to fluff his tail and I have to get back to him. If you don't mind."

Starswirl looked, turning his gaze from the blue pegasus to the pink Earth pony to the yellow pegasus , giving all 5 of them a good look up and down. "You are the new users of the Elements, aren't you?", he said. They nodded. "I thought so. Well, I will introduce myself. I am-" he began

"We know exactly who you are Sombra!" said the rainbow maned pony. "We defeated you before and we'll do it again!"

"Is my appearance really that distracting?" said Starswirl, irritably. "Very well. I'll change back to my original form." His horn began to glow and his body doused in white light.

FLASH!

The library filled with a bright light. Nopony could see their hoof in front of their face. Slowly, the light began to subside. Vision began to return to the library. Once the ponies could see again they saw Starswirl had changed. His once black and greasy mane became a navy blue. His crimson eyes became a deep midnight blue and his coat became a lighter blue. His cutie mark was a large hollow star with 3, smaller stars swirling inside.

"Is that better?" he said, "Good. Let's start over. Tell me your name, your Element, and a little about you."

"I'm Rainbow Dash, the fastest and most awesome pony in Equestria. I am the Element of Loyalty." said the rainbow mane.

"Howdy, I'm Applejack. I'm an apple farmer. I'm the Element of Honesty. I am pretty darn dependable in a pinch." said the pony with the Stetson.

" Hi I'm Pinkie Pie but wait who are you you aren't that meanie King Sombra are you of course not you don't look like a meanie pants Sombra was so mean he attacked the Crystal Empire for no reason Twilight stopped him though well technically it was Spike well technically it was Princess Cadence. I'm the Element of Laughter by the way. I just love to see ponies smile!" said the cotton candy pony, super fast and without pausing.

"Pinkie Pie?" said Starswirl, "Surely that's not your real name."

"Well, my birth name is Pinkamena, but nopony calls me that after what happened to my parents" she said with a smile.

"What happened to your parents?" said Starswirl tenderly.

"I don't know. The author didn't write it yet." she says.

"Alright." said Starswirl skeptically. "Who are the rest of you?"

"Well, I am Rarity, resident fashionista and owner of Carousel Boutique, where every dress is chic, unique and magnifique!" said the white unicorn, "I am the Element of Generosity."

"Good enough." said Starswirl, eager to begin. "But wait. What about Twilight Sparkle and… what was your name again, dear?" he said, directing it towards the yellow pegasus.

"I'm Fluttershy " she said, barely audible.

"Come again my dear?" said Starswirl, his patience running thin. Why me? he asked himself Why do I have to deal with these ponies?

"I'm Fluttershy " she repeats.

"Oh for goodness sake! Her name is Fluttershy and she is the Element of Kindness." said Twilight. "And I'm the Element of Magic."

"At least my Element remained the same." said Sombra. "Magic is the only one out of the 6 that existed in my time. I guess the Elements of Love and Tolerance got split."

"Yeah, it was nice meeting you" said Rainbow Dash, "But you still haven't told us what is going on. Or why we moved Ponyville to the other side of the planet."

"Ok. How do I explain this without hurting your tiny, little brains?" said Starswirl condescendingly. "Alright. Back when me, Tia, and Luna had the Elements, I had to move the stars everyday. It was hard work. I had to use dark magic which turned me evil. After Cadence defeated me, Tia locked me in a dungeon to try to get me to renounce the evil magic. Earlier today I agreed. I expunged the magic, Tia got in the way and now she is the evil Queen Solaris who is hell-bent on killing anypony who stands in her way, me and Luna especially. I need your help to kidnap Solaris and drain the magic from her. The only reason I am asking you is because you are honor-bound as the Elements to help the princess.", he said slowly to make sure they understood. "To simplify things immensely, let's just say I need the Elements. Where are they?"

"They are recharging" said Twilight. It was common knowledge that the Elements need to recharge every now and again. "So, we need another plan. We can't just sit here or Princess Celestia will attack us. Or the citizens of Equestria. Or both."

"We can't operate during the day," said Luna, "As Solaris can see whatever the sunlight touches. We need to wait until it's night over Canterlot for us to attack."

"But that is hours from now." said Shining Armor, speaking for the first time. "The more time we waste, the more time Solaris has to plan."

"Well do you have a better idea?" said Starswirl

"Give me a second to think." said Shining as he trotted upstairs.

"Well, let's overlook what we have to work with." said Starswirl, "We have two pegasi. Their aerobatics will come in handy for-"

"Actually, Fluttershy doesn't really fly." said Twilight.

"So I have an earth-bound pegasus. Fantastic. Well the Earth ponies are most likely going to be useless. One is delusional, thinking 'honesty is the best policy' and the other is a stupid, naive little filly who is stuck in the fantasy that this is a story of some sort. At least we have 3 able bodied unicorns. Between me, Twilight Sparkle, and Rarity, we should be pretty powerful."

"Firstly Starswirl, that was a horrible thing to say to Pinkie and Aj." said Luna, who was feeling a little pissed at Starswirl right now, "I expect an apology. Second, Rarity does not practice combat magic. She is a basic unicorn. And third, why does it sound like you intend to leave me behind?"

"I have a unicorn that is worthless at magic? Beautiful." said Starswirl with sarcasm. "Oh, and you are being left behind Luna. We can't afford to lose you. You are the second most important pony in this room."

"What?" shouted Luna in outrage, "I can take care of myself Starswirl."

"What could you do Luna? You were never exactly the best at the academy." Starswirl said.

"Wow. One of the only ponies I look up to is a total jerk!" said Twilight, disappointed upon meeting Starswirl.

"Well, never meet your heroes Twilight Sparkle." said Starswirl grumpily, "You will be disappointed."

"What could I do?" asked Luna, "What could I do! I could blast the fuzz off a peach at 1000 yards away! I was the first of us to master teleportation! Discord asked me to rule if anything ever happened to him! Obviously I refused. The list goes on of things I could do! I am a master at divination. I am fluent in Latin, Spanish, Japanese, Russian, and German. Oh and if you don't remember: Ich in den Arsch getreten, bevor und ich werde es wieder tun. Just like old times" And she walked off to go prepare herself for the mission.

"What was that last sentence?" questioned Twilight.

"It was German." said Starswirl slowly. "She said, 'I kicked your ass before and I'll do it again'."

"What?! When did you guys fight?" said Twilight frantically.

"When I agreed to date her if she could beat me" said Starswirl, embarrassed.

"Are you done arguing with your ex?" said Shining Armor, climbing down the stairs he was holding a dozen sets of shackles using magic, "Because I have a plan" he said.

"Well what is it?!" yelled Starswirl, ready to get this over with. In answer Shining merely jingled the shackles. Starswirl looked at him, puzzled. Then realization dawned on him. "Shining Armor. That plan is going to be risky, hard to pull off, dangerous and down-right insane." he said, "And it is brilliant! This is the best plan since you threw your wife at me!" said Starswirl genuinely.


	6. Recsuing the Princess

"Come on, prisoners." said Shining Armor, looking at the 8 ponies chained behind him. He walked through the streets of Canterlot until he reached a Pod. He stood on the Pod with Starswirl, now in his Sombra form, Luna, Twilight, Fluttershy, Applejack, Rarity, Rainbow Dash, and Pinkie Pie. Shining Armor stops in the center of the Pod, pausing to let his "prisoners" congregate around him. He focuses on the castle, everything he could remember and…

POP!

When Shining Armor and his prisoners arrived, he started for the throne room. "When we get there," whispered Starswirl, "She will pretend she is still Celestia. She might even look like her. Just hand us over and I will deal with the rest"

"Shut up scum." said Shining Armor with a wink. With Shining at the front, the line of ponies made their way to the grand throne room doors. Looking at the ponies behind him one last time, he opens the throne room. Sitting on the throne was, apparently, Celestia. "Princess!" said Shining Armor frantically, "I caught King Sombra! I think he did something to Princess Luna, Twily and her friends. They think you turned evil."

"Yes. I am aware." said Celestia, knowingly, "King Sombra knocked me out. I fear he corrupted your sister and her friends to prevent them from using the Elements. Luna, however, is just a traitor."

"The plan worked Solaris." said Starswirl, stepping forward. Turning his hooves to smoke, he walked out of his shackles. "Sorry about knocking you out. It was the only way to make sure it would work."

"What?!" exclaimed Shining Armor, "What plan? And who is Solaris?"

"Solaris is your new queen, standing before you." said Sombra deviously, "And the plan was for me to pretend to betray her and deliver you morons to her." he finished, walking to take his place beside her.

"Why didn't you tell me?" asked Solaris.

"I didn't have enough time to clear it with you. My sincerest apologies." said Starswirl.

"Fine. You are forgiven." said Solaris, "What should we do with the prisoners? We also have to deal with Shining Armor."

"Let's implement them into the next phase of the plan" said Starswirl vaguely.

"One question about the next phase of the plan." said Solaris, "The part where you knock me out again and drag me to Ponyville only works if I'm a moron, right?"

BOOM!

Starswirl flew across the room and hit the wall with a thud. Solaris directed her horn at Shining Armor.

PEWM!

Her magical blast hit Shining in the left shoulder, knocking him to the floor. Stepping towards Starswirl, she pointed her horn to him. "You think you can betray me Sombra?" she said as she transformed into Solaris. "You betray me and then try to deceive me again? Well, you can't fool me twice. I am the goddess of the sun! You will wish you stayed loyal." she said hysterically. Placing her horn directly on his forehead, she smiles an evil smile and says, "Dolor" Her horn glowed red and Starswirl's body erupted in pain. His eyes crossed and he foamed at the mouth and then, for the second time that day, he screamed in pain.

"AHHHHHHHHHHHHHHHHH!" he screamed. Twilight ran forward without thinking, going to save her idol, when Solaris turned to her.

"Stay where you are Ms. Sparkle or you will be the next to recieve my torture spell!" yelled Solaris, her voice filling with anger and anticipation for the pain she was about to cause.

CRASH!

Twilight ran and jumped onto Solaris, knocking her to the ground. She signals to Shining Armor to go pick up Starswirl, who was still writhing in pain. He picks up Starswirl by magic, slings him over his shoulder and yelled, "Twily get out of there!" He ran up to her, grabbed her around the middle and ran out taking the mares with him.

"Buck Yeah!" yelled Rainbow Dash, loosening herself from her shackles. Flapping her wings to get herself in the air, she zooms through the nearest window. She climbs through the air, gaining altitude. Once she was high enough, she folded her wings and pointed her nose down straight towards the castle. She picked up speed, going Mach 1 then Mach 2, accelerating more and more until…

BOOM!

Rainbow Dash's speed doubled instantaneously as she completed the legendary trick, the Sonic Rainboom. "GET SOME!" screamed Rainbow as she collided with the roof of the castle.

CRASH!

The roof of the castle came crashing down. Debris fell, landing on top of Solaris and whatever guards may have been in that section of the castle. Rainbow Dash, completely unhurt, flew to the bridge to catch up to her friends.

"Here, take Twily, Rainbow!" shouted Shining Armor and he hovered his sister onto Rainbow Dash's back.

"We are almost there!" said Luna.

"You didn't really think I'd let you escape" said Solaris, falling from the sky, landing right in front of them. "I think it's about time that you die, Luna.", directing her horn to her sister. "Farewell, sister." said Solaris. "Morit-"

CRACK!

The floor beneath Solaris began to crumble, falling apart bit by bit until, finally, it collapsed, sending her to the depths below. Luna gazed, looking around for a source of the destruction, until her eyes fell on Starswirl's smoking horn

"You can't kill me." he said weakly. The group of ponies jumped over the hole and ran to the Pod. When they reached it, the magically able began to concentrate on Ponyville. The magical white aura envelops them and…

POP!

They were in Twilight's library. "Is everypony alright?" asked Luna. When everypony nodded she let out a deep breath. "Where's Starswirl?", she asks, for he was nowhere to be seen.

"There" said Twilight, pointing to the staircase. Starswirl was making his way upstairs. When he reached Twilight's room, he shut and locked the door. Twilight ran up the stairs to check on him.

"Starswirl?" she asks, "Are you okay?" She presses her ear against the door and hears… crying?


	7. Dealing with Failure

"Go way Twilight Sparkle." sniffed Starswirl, "I just want to be alone." Twilight did not know what to say. She was never really good at consoling other ponies. So she left him alone. She walked down her stairs, going to help Fluttershy do first aid on Shining Armor and check Rainbow for concussions. "This is all my fault." said Starswirl to nopony. "Why am I such a failure?!" He sat and sulked, an hour or two had passed, until he heard a knock.

"Starswirl?" It was Twilight Sparkle. "Let me in. I brung you something."

"What is it?" asked Starswirl, wiping his tears. "What do you want?"

"Spike and Princess Luna made you some soup. Tomato and sapphire. Luna said you would love it and Spike's is the best. Or so I'm told." replied Twilight.

Decisions, decisions. On one hoof, Starswirl loved tomato and sapphire soup. On the other, he would have to talk to Twilight. Eventually the hunger won over, and he let her in.

"Are you ok?" asked Twilight worriedly as Starswirl slurped up the soup.

"Well, if by 'ok' you mean depressed, worthless, and ready to give up, then yes I am very ok." he said sarcastically.

"Why were you crying?" asked Twilight, "I-I mean why are you so upset?"

"Nice save, Twilight Sparkle." said Starswirl, "I know you heard me crying. To answer your question, I would have to tell you a little story. Sit down, my dear."

Twilight took a seat on the floor across from Starswirl, eager to learn about her idol's past. "This story" said Starswirl, "Begins thousands of years ago, back when I was in the Magic Academy. I was not the best at making friends. I stood to myself and studied everyday. I always got top marks. But despite all my perfections, I had one flaw. I was a bit of a bully. When ever I didn't get my way, I would pick on ponies I could beat, which was all of them. At least, that was until your princesses showed up."

"Celestia was already in the class. I just never paid much attention to her." he continued, "It wasn't until Luna showed up that I started to notice her. One day, at lunch, Luna accidentally spilled milk on me. So I did the logical thing. I shoved her to the ground and took her lunch. Then, out of nowhere, Tia hooked me in the jaw. Chipped 3 teeth. It was then I marked them as enemies for life. Or so I thought. We fought for years. I came up with a nasty rhyme about her, and gave her the nickname 'Loony Luna'. Then one day in combat class, she approaches me. Naturally, I taunted her, told her to get her blank-flank out of there. She refused and challenged me to a duel. When I refused, she said that she would give me all the bits in her saddlebags if I won. That was a lot of money."

"When I asked what would happen if she won, she said I would have to go on a date with her. I didn't worry myself because I couldn't lose. That was one of the only times I was incorrect. She kicked my ass. So I went on a date with her. Then another. And another. I became friends with her and Tia. We went all over the world, Saddle Arabia, Trottingham, even Tartarus. Then without warning, she dumped me. No reason at all. She just said that it was for the best, and that she hoped we remained friends. We did, we were best friends at that. But then me and Tia drew closer together. We started dating right before we became alicorns. Then I started to meddle in dark magic." said Starswirl, his voice cracking, "I started to think thoughts, horrible thoughts, jealous thoughts. I attacked Discord and eventually the princesses. I tried to take over Equestria. That's what the spell you finished was for. Then I transformed, attacked the Crystal Empire and was banished. Do you understand now Twilight?" asked Starswirl. "All this is all my fault. If I were better at making friends, I wouldn't have been so bitter and angry."

"No. It wasn't your fault." said Twilight. "It was the dark magic. It influenced your thoughts."

"That's not how that magic worked." said Starswirl grimly, "It merely egged your thoughts on. I already had them. The magic just made them surface faster. To think, this all could have been avoided if I were better at making friends. If I would have just… asked for… help." said Starswirl, an idea forming in his head. "Twilight, you might want to pay attention. I am about to be brilliant."

"What?" asked Twilight excitedly, "Do you have an idea?"

"Your good at making friends, right?" asked Starswirl. Twilight nodded her head in confirmation, confused as to where he was headed. "Good." said Starswirl. "We are going to need it. You're not going to like the plan, though."

"Well, what is it?!" asked Twilight in anticipation.

"How loving are you towards your enemies?" asked Starswirl, with a sly grin. Twilight's face changed from confusion to horror as she realized where they were going.

"We are going to see Queen Chrysalis." said Twilight weakly. "Shining Armor is not going to like this."


	8. Friends and True Fears

"Are you crazy!" exclaimed Pinkie Pie. Twilight could not believe Pinkie just said that, of all ponies. "That'll never work you silly-fillies!"

"We didn't even tell you the plan yet." said Twilight. "How can you know it's going to be that bad?"

"I read the last chapter." said Pinkie, "We are going to make friends with Queen Chrysalis!"

"Don't be ridiculous, darling." said Rarity. "That can't be their plan."

"Yeah." said Rainbow Dash while everypony nodded their agreement. "So, what's the plan?"

"We are going to go make friends with Queen Chrysalis." said Starswirl grimly.

"WHAT?!" screamed everypony except for Starswirl, Twilight, and Pinkie Pie.

"See? Told ya" said Pinkie Pie.

"Relax, everypony." said Starswirl. "Look, if I could think of another solution we would do it in a heartbeat."

"B-but she's evil!" said Rainbow, confused as to how they we even discussing this. "She attacked Canterlot and the princesses for no real reason!"

"If there is one thing I'm sure of," said Starswirl calmly, "it's that Chrysie had a reason."

"Chrysie?" asked Applejack, "Do y'all have history together?"

"You could say that." said Starswirl. "All that matters is that she owes me a favor. She will help us. So, who's coming?"

One by one, every hoof in the room was raised, even Fluttershy. Starswirl looked around, trying to decide who to leave behind. It was pointless. They would all volunteer, even if they didn't want to go. So Starswirl, knowing Shining Armor would be reluctant, said "Well, somepony needs to stay here and guard the Elements. How about Shining Armor?" Shining Armor looked around sheepishly for a while, finally saying, "Fine. Somepony has to do it." As the adventurers exited the library, Shining Armor mouthed a silent "Thank you." to Starswirl.

Luna, Starswirl, and the spirit Elements of Harmony stood outside, preparing themselves for the journey. Luna calms her mind, preparing for the inevitable fight. Rainbow did a few quick laps around town, Applejack stretched out her hooves, Rarity ran to grab a hat, Fluttershy went to say farewell to Angel, Twilight read through a book of spells, and Pinkie Pie jumped around like a maniac. Starswirl, however, was thinking about his past with Chrysalis. The good times they had. Well, thought Starswirl, Time to call in a favor I never thought I would need to. This is going to hurt my pride.

"Alright everypony!" said Starswirl as everypony grouped around him. "This is going to be a long, dangerous trek. We will have to deal with all types of monsters. Hydras, parasprites, timberwolves, manticores, possibly even Ursas. Now to deal with a hydra, you have to-"

"Actually," said Twilight, "We already fought a hydra."

"Oh." said Starswirl. "Well, you defeat a parasprite wi-"

"Music!" exclaimed Pinkie. "I figured that out ages ago, but nopony listened to me for some reason."

"You've dealt with parasprites." said Starswirl, "Ok. The thing about timberwolves is-"

"Ah reckon we already know how to deal with them varmints." said Applejack, "Me and Big Macintosh gotta ward them off every year at zap apple harvest time."

"And I can tame animals." said Fluttershy timidly, "I'm sure I could convince a manticore to help us if we encounter one."

"Not to mention that I've already gotten rid of an Ursa Minor with no real trouble." said Twilight. "So if we encounter a Major, we should be able to deal with it."

"Alright, alright." said Starswirl "You have experience dealing with monsters." Wow!, thought Starswirl, They are a lot stronger than I give them credit for. "Well let's get going. Allons-y!" And with that, the group headed south to the changeling Hive. "Wouldn't it be cool if I met a stallion named Alonso? That way, I could go Allons-y Alonso!" said Starswirl with a grin.

"What are you, a doctor?" said Pinkie Pie inexplicably.

"Nah." said Starswirl, "I never got into medicine. I could be though." It was silent for an hour, just the 8 walking up into the Everfree Forest. They break through the woods, keeping their wits about them. There were dangerous creatures in this forest and they all knew that. An hour or two later, they encountered their first monster. It was Fluttershy who saw it first.

"Dragon!" she screamed, as she ran behind a tree.

"What are you talking about?" asked Twilight, with equal terror. "It's Ms. Calculus, my magic kindergarten teacher!"

"I have no idea what you are talking about!" exclaimed Rarity, "What I see is Hoity Toity, burning my dresses!"

"No! It's Flim & Flam!" cried Applejack. "They have the deed to Sweet Apple Acres!"

"It's a boggart." said Starswirl, averting his eyes. "They feed on fear. They will turn into what we are most afraid of. The only way to stop them is with l-" he said, opening his eyes. Then, he froze. His eyes fell on the boggart. He began to tremble and shake. He fell to the ground, his hooves over his eyes. "No!" he screamed, "No! Stay away from me!"

"Hahahahaha!" laughed Pinkie, her eyes locked onto the boggart, whatever it might be for her. The boggart backed up confused, then focused its attention on Twilight.

"I think Pinkie is on to something!" said Twilight. "The opposite of fear is laughter, so imagine something not so scary!" How can I make Ms. Calculus less scary?, Twilight thought to herself, I know! She could never do anything without her ruler! And with that, she imagined Ms. Calculus' ruler exploding into a smoke bomb. It blew up in her face, covering her face in soot. Twilight lost it, laughing her flank off. The boggart, confused as to what was happening, turned to Applejack, who imagined Flim & Flam tripped and slapped each other with their horns. Then it was Rainbow's turn. She looked at the boggart for a while, then started to laugh as well. Soon enough, everypony broke out into laughter, all except Starswirl.

"It's ok Starswirl!" said Pinkie Pie through tears of laughter. "Don't you see? When I was a little filly and the sun was going dooooooown!" she sang.

"Really Pinkie?" said Rainbow, though with a smile on her face.

"The darkness and the shadows, they would always make me frooooooown! I'd hide under my pillow, from what I thought I saw, but Granny Pie said that wasn't the way to deal with fears at all! She said 'Pinkie, you gotta stand up tall, learn to face your fears. You'll see that they can't hurt you, just laugh and make them disappear.' Ha Ha Ha! Sooooooooo giggle at the ghostly,Guffaw at the grossly, Crack up at the creepy, Whoop it up with the weepy, Chortle at the kooky, Snortle at the spooky, And tell that big dumb scary face to take a hike and leave you alone and if he thinks he can scare you then he's got another thing coming and the very idea of such a thing just makes you wanna… hahahaha…heh-Laaaaaaaaaaaaaaaaaaaaaaaaaaaaaauuugh! " sang Pinkie. This was her favorite song because it showed off her love of laughter. Even Starswirl, who was shaking in his horse-shoes was laughing. "Hahahahahahahahahaha!" laughed Starswirl, uncontrollably. "Hehehe."

"Wow, Starswirl." said Twilight, "I had no idea you were afraid of anything."

"Only two types of ponies live without fear, idiots and psychopaths. I am neither."

"Well, what did the boggart turn into for you Starswirl?", inquired Twilight, "And for that matter, what did it do for you Pinkie and Rainbow?"

"Oh, oh." said Pinkie, "For me, it turned into you guys saying that you didn't like me anymore. I laughed because it was so ridiculous. I learned that from that fiasco on my birthday."

"Oh yeah." said Twilight, reminiscing on the time Pinkie got depressed because they were 'avoiding' her. "Well, we should probably get moving." They walked through the woods, 30 minutes passing before Twilight realized that 2 ponies dodged her question. "You never answered me guys." said Twilight, deciding to pursue the topic further, "What did the boggart turn into for you Rainbow?"

"Promise not to laugh." said Rainbow Dash, "It turned into Spitfire and she told me I would never be a Wonderbolt."

"We would never laugh at you for that Rainbow Dash." said Twilight, "How about you Starswirl?"

"Spiders." said Starswirl solemnly, "Ever since I was a colt, I've hated spiders."

"Why is that?" asked Luna.

"You know why Luna." said Starswirl irritably, "When we were learning transformation spells, Luna decided to pull a little prank. When I went to bite my apple, I was suddenly holding a tarantula. I look around and see none other than Luna, horn pointed right at my spider-apple. Luna thought it was funny. I did not."

"You had it coming Starswirl." said Luna smugly.

"I suppose I did, didn't I?" said Starswirl. "Well, we are nearing the edge of the forest. The Hive is right over the Macintosh Hills, in the badlands. We are going to have to go around Appleloosa."

"Why didn't we just take the train?" asked Twilight, "We could have been there already."

"If you were Solaris, and you were just attacked by the only ponies who had the power to defeat you, would you leave something like public transportation to get from where they are to where they need to be open?" asked Starswirl rhetorically.

"Oh right." said Twilight, feeling foolish.

"We should hurry up before it gets too late" said Luna, for it was about time for the moon to rise. "I will have to raise the moon soon."

"Can't you just leave it alone?" asked Twilight.

"Only if you want all of Equestria to be plunged into chaos and destruction." said Luna, "If the moon is not raised when it is time, it will upset the balance of the universe. There is no telling what will happen."

"Well, we are almost at Appleloosa." said Starswirl, trying to figure out what to do next, "We should walk a little more, and then set up camp for the night. I know a spell to create a little campsite."

5 minutes later, Starswirl decided it was time to set up camp. Everypony stopped to set up the woodsy area. Luna began to prepare the spell to raise the moon, while the other ponies went to gather food and firewood. Once the moon was up, their campsite settled, they had a quick supper of fruit, blueberries, blackberries, raspberries, and apples, golden delicious and fuji. After their meal, they unwinded a little, relaxing by the fire.

"Fluttershy. You said you could talk to animals" said Starswirl. "Do you think you could ask them to keep guard around the camp for the night?"

"Oh, I'm sure I could handle that." said Fluttershy, getting to her hooves. She walked up into the brush and began to whisper. A moment later, she returned smile on her face. "They said they would love to."

"Excellent." said Starswirl summoning some sleeping bags via magic. "Now that we don't have to worry about getting ambushed, let's get some shut eye."


	9. Spiders in the Badlands

Applejack was the first to wake. Her being a farm mare, she always was up at the crack of dawn. Based off of the position of the sun, she mused that it was about 4 in the morning. She began to do her normal duties of preparing breakfast. After about 20 minutes of work, she made a respectable fruit salad consisting of their leftover apples and berries for all the ponies to enjoy.

"Do I smell apples?" said Starswirl excitedly from behind Applejack.

"Yer darn tootin!" said Applejack proudly, "Ah always make me and the family some breakfast and ah figure, shoot, well y'all are basically mah family!"

"You barely know me." said Starswirl confused, "And pretty much all I've done is insult you and put you in danger."  
"Ah know yer just in a bit of a hard spot in yer life." said Applejack tenderly, "It's easy to get frustrated durin a big change like this. Sometimes ya might say sumthin ya don't mean."

"But, I practically called you an idiot." said Starswirl, "Even now, as we're talking, I'm still thinking 'Why am I listening to an incestial Earth pony?'"

"Hahaha" laughed Applejack, "If ah've heard that jab once, ah heard it a thousand times. Like ah said, ya probably don't mean what ya sayin. You'll adjust eventually, once we dun sorted out this issue with Princess Celestia. Ah will say this though. Ya need to start being honest with yerself. Ya keep up this facade to try an hide yerself from yer feelings. That's not good fer anypony, let alone one with as much trauma as yerself. But that's just mah own opinion."

Who the hay does she think she is?, thought Starswirl, Telling me about myself, as if I didn't already know. It was all a load of crap anyway. The only thing that held any real weight is the transition thing. And maybe saying things I don't mean. And what she said about me holding a facade. Oh my. She's right, isn't she?.

"Applejack?" Starswirl sighed, "I'm sorry for how I've been acting and what I said about you and Pinkie Pie."

"Apology accepted." said Applejack kindly.

"One more thing. Do you mind if I call you Aj?"

"Not at all sugarcube, although ah am curious as to what brung on this sudden nickname."

"Well, that's kinda how I show my affection." said Starswirl, embarrassed. "I start off calling everypony by their full name, but if I begin to like them I nickname them."

"So, ya startin to like me?" asked Applejack with a smirk. "Ah'm honored."

"I'm actually starting to like all of you. Rainbow Dash probably saved our lives at the castle, Pinkie is a hoot, and Twilight helped me get some stuff off my chest. I haven't really talked to Fluttershy or Rarity yet though."

"Ah'm sure there will be time for y'all to bond after this whole ordeal." said Applejack, glancing at the sun again to check the time, "Ah reckon we should wake everypony up so we can go get started."

"Alright. Everypony! Wake up!" shouted Starswirl. He trotted over to each of them and shook them awake, offering them a bowl of the apple/berry mix Aj had made. They had a quick breakfast, packed up their sleeping bags, and started off.

They continue to the changeling Hive, over the Macintosh Hills and into the sandy, deserted Badlands, where there would surely be more dangers for them to face. On they walked, Starswirl a bit more talkative than usual.

"Fluttershy, my dear, I'm afraid I haven't gotten to know you very much." he said cheerily. "Care to tell me about yourself?"

"Well, I take care of any animals that might get hurt in the Everfree Forest." said Fluttershy timidly. "I act as a veterinarian of sorts."

"And you, Rarity?" asked Starswirl.

"Oh, I make dresses!" said Rarity, always excited to talk about her work, "The most elegant suits and dresses in all of Equestria!" No doubt she would have continued, had Starswirl not cut her off with a blood-curdling scream

"AHHHHHHHHHHHHHHHHHHHHH!" screamed Starswirl. No pony had to ask why he screamed, for only one thing could make him scream with such terror: spiders. No doubt, 8 enormous spiders, each larger than a parade float, came scuttling out of the sand. The giant spiders, drool dripping from their mouths, a forest of hair in each of their eight spindly legs, rushed the ponies. Even the non-arachnophobic ponies were terrified, all except for Fluttershy, who stood standing bravely. While Starswirl and the others turned tail to run, Fluttershy stood defiantly and shouted,

"Hey! Down here spider-friends! Can you please back away? It's just that my friends here are very afraid of you." she said calmly. They chittered some spider-nonsense that only made sense to Fluttershy, because a second later, she responded.

"I know you are hungry, but please don't eat my friends. How about some apples instead?" she said understandingly, handing them the delicious fruit. The spiders sniffed at it and then devoured it noisily, like some sort of disgusting giant puppy. "We are trying to save Equestria. It is super-duper important that we get to the changeling Hive and see Queen Chrysalis." The spiders chittered and chattered some more, whatever they were saying lit up Fluttershy's face with excitement. "Really?!" she asked, approaching them, "That's great! We would love that!"

"What did he say?" asked Luna.

"He said that he lives in the Hive with the Queen!" said Fluttershy. "They are offering to give us a ride!"

"You mean I have to get on that things back?" said Starswirl in utter terror.

"Oh, c'mon Starswirl." said Fluttershy, scratching one under chin, "They aren't mean at all. They're actually really nice. If we don't take this ride, we might not make it to the Hive until tomorrow!" Starswirl thought about the idea.

Why is this is my life?, he thought in despair. "Fine." he said, very reluctantly, "But only because we need to get to the Hive now."

"Thank you very much spider-friends.", said Fluttershy, "When can we leave?" The spider chattered a response then bowed their heads. "They said to climb onto them and they will take us now!" She hopped onto the nearest one and sat on his head, beckoning for the other ponies to do the same. One by one, each pony climbed upon a spider, who raised it's head immediately. When Starswirl got onto his spider, he began to tremble. Fluttershy flew off her spider and onto Starswirl's. "It's okay Starswirl" she said kindly, "I'll ride with you if it makes you feel better." He looked up at her, absorbing the pure kindness she was exuberating.

"Thank you Flutters.", he said softly, "Please ride with me. These are the biggest spiders I've ever seen."

"No problem Starswirl." she replied. Turning to the spiders, she said, "We are ready now spider-friends!" The spiders nodded to each other and chattered a reply, saying something that confused Fluttershy.

"What did he say?" asked Rarity.

"He said 'Hold on'" said Fluttershy, "I have no idea wh- ahhhhh!", The end of here sentence cut off by the spiders drilling, lightning fast, through the sand. The spiders burrowed through the ground, the sound of their digging drowned out by the mixed screams of joy and terror from their passengers. Fluttershy, Starswirl, Rarity and Twilight covered their eyes in terror. Luna, Pinkie, Aj, and Rainbow, however, thought it was a hoot.

"YEE-HAW", screamed Applejack with excitement.

"Whooooooo!" yelled Rainbow.

"Huzzah!" exclaimed Luna.

"HAHAHAHAHAHAHAHA!" laughed Pinkie manically. 10 minutes of digging later, they had reached their destination. The spiders popped up out of the ground, bowing once again to let their passengers off. Starswirl, eyes still covered, hears a familiar voice, one he knew anywhere.

"Well, well Starswirl." said the voice, the voice of an insect almost, "You dare bring these enemies into my kingdom?"

"Calm down, Chrysie." said Starswirl removing his hooves from his eyes. "I'm here to call in favor."


	10. Unlikely Alliances

Starswirl gazed around the small chamber he was in. It appeared to be the throne room, though very different from Celestia's. The entire room seemed to be spun from spider silk. The walls were like grey string, tightly wound together. Instead of doors and windows, this palace had sphincters for ponies to enter through. Although it was odd, nopony could say that it was not beautiful. At the very back of the room was a throne of webbing and bones, ornately carved, with a jewel-encrusted spider on top.

"What makes you think I owe you a favor?" asked Chrysalis, spreading out her insectoid wings.

"A number of reasons." Starswirl retorted, "For one, I stopped Tia from beating you up all those years ago."

"Well, I would have won that fight. Your argument is invalid."

"I gave you the idea to kidnap Cadence." said Starswirl, desperately.

"I would have come up with that eventually. Not to mention my plan was already in place and would have proceeded with or without the princess Cadenza."

"I know you owe me for one thing though." said Starswirl, pausing for dramatic effect. "You owe me for helping you overthrow your father."

"That was you?!" questioned Luna, outraged. "You were the one who helped her kill King Morphis?"

"Yep." said Chrysalis proudly. "If it weren't for Swirly here, I'd probably be in a dungeon while my daddy dearest let my people starve to death."

"Swirly?" muttered Twilight, inaudibly.

"B-but why?!" asked Luna. "How did you even know her in those days?"

"I helped her because she was the lesser of two evils." replied Starswirl. "And as I'm sure some of you can tell, we used to be-"

"Friends!" finished Applejack.

"Best friends in fact. Before I met you and Tia of course." said Starswirl. "But I learned she was no good for me, so we stopped hanging out. Not before we killed the king, though." he said, directing his attention to Chrysalis. "Like I said, you owe me. Do this and we call it even."

"Well I do owe you I suppose." replied the queen grumpily. "If it weren't for you I'd be in jail or dead, possibly worse. What do you need me to do?"

"We need your help to invade Canterlot, knock out Tia, and drag her back to Ponyville, where we will do some difficult, maybe even impossible magic." said Starswirl grimly. A short pause ensued, followed by a fit of laughter.

"Hahahahahaha!" laughed the queen of the changelings, "You are hilarious Swirly! You must have lost your mind since we last spoke."

"What's so funny?" asked Twilight defensively."You defeated Princess Celestia before."

"Simple, dim, Twilight Sparkle." said Chrysalis venomously, "The only reason I was able to overpower Celestia last time we met was because she was taken completely off guard. If Swirly has come to ask me for help, that means he has tried, failed and ran out of ideas to beat her, eliminating one of my most useful assets: the element of surprise. What help will I be?"

"You have an army of extremely powerful, extremely versatile creatures." said Luna. "We were hoping you could lend them to us."

"Do not dare talk of my children in such a manner!" shouted Chrysalis, anger overtaking her normally calm and sarcastic tone. "They are not weapons, nor are they playthings to be rented out to the highest bidder."

"Pardon me for making the assumption that you treated all life with the disregard and contempt you showed my people." said Luna, equally angry.

"You know what they say: Don't assume. It makes an a-"

"Ladies, ladies you're both very pretty!" said Twilight, a little perturbed. "Now listen. You two may not like each other. I know Chrysalis hates me as much as I hate her, if not more. But there are much bigger things at stake here than petty disagreements or being 'politically correct' or even our own lives! Chrysalis, what if I told you that somepony would come here today to destroy your kingdom and enslave your people, killing anyone who resists?"

"I would do everything in my power to stop that pony." said Chrysalis with no hesitation.

"That's what is going to happen if you don't help us stop Princess Celestia! Even someone like you, who doesn't care about what happens to us, has to help us fight. As little as you might want to help us, you don't have much choice. Your hooves are tied, Chrysalis. You need us just as much as we need you."

"It would seem Twi has you in checkmate, Chrysie. I couldn't have said any of that better myself. Nice work Twi, you make an excellent princess." said Starswirl, watching the youngest alicorn's face glow with pride.

"You are right." said Chrysalis. "I don't have much choice. But allow me to give some background on me and Swirly. He was better than me at almost everything. Almost. You see, I always trumped him in one field. Negotiation." Starswirl's look of joy became one of dread in a matter of seconds.

"W-what?" stuttered Starswirl, "You can't negotiate your way out of this! You owe me and you will repay your debt!"

"Oh this goes far beyond my debt." said Chrysalis, sly grin on her face. "You would have had to fight my father eventually. He did plan on invading Canterlot, but we killed him right before that. Not to mention the fact that Celestia is easily ten times stronger than me, forgetting completely about the addition of power that whatever made you want to fight her may have given her. This will be repaying my debt and then some. So we need something to compensate me. I will help you Starswirl, but on one condition."

"What is your condition?" inquired Starswirl, "I will make it happen. Just try to be reasonable."

"I want free reign over love on Hearts and Hooves Day for the next five years!" exclaimed the queen manically.

"No way!" screamed Luna. "You'll suck the ponies dry of their love!"

"Yes I will. But you need my help." said Chrysalis, basking in her diplomatic genius. Deciding it was time to mock them, she continued. "Whose hooves are tied again?! It would seem that I have you in checkmate!"

Starswirl didn't know what to do. Oh man!, he thought, She's good! We need her help, but five years of no love on Hearts and Hooves Day?! That's ludacris! I only have one choice. It's not the perfect choice, but it's all I have to work with.

"Fine." said Starswirl aloud. "Free reign over the next five Hearts and Hooves Days in exchange for helping us invade Canterlot and taking Princess Celestia."

"YES!" exclaimed Chrysalis.

"NO!" shouted everypony else in the room, save for Rarity.

"You can't be serious Starswirl!" yelled Luna. "Surely there is another way!"

"Princess Luna, if I may just say, I'm sure Starswirl is doing the best he can to find another solution." said Rarity, "The fact that this is his decision most likely means it is the best one."

"But that's insane" said Rainbow.

"That can't be a good idea." said Twilight.

"That plan is as dumb as a load of bricks." added Aj.

"Are you locko in the cocko?!" asked Pinkie.

"That sounds… bad." whispered Fluttershy.

"In any case, I won't let her have all that love." said Luna.

"I, Prince Starswirl, ruler of the Stars and speaking on behalf of all of Equestria and the Princesses Luna, Celestia, Twilight Sparkle and Mi Amore Cadenza, do solemnly swear that you will have complete immunity on Hearts and Hooves Day for the next five years if, and only if, Princess Celestia is of active body and mind to rule Equestria once more at that time. Do you agree to these terms?" said Starswirl, pointing his horn towards Chrysalis.

"I, Queen Chrysalis, ruler of the Changelings and speaking on behalf of the Changelings, do agree to these terms." returned the queen, her horn pointed at Starswirl's. They stepped towards each other slowly, horns trained on each other, until a faint light emitted from each of their horns. The light grew stronger and changed in color, on Chrysalis' side it glowed a lime green, on Starswirl's a deep, midnight blue. The light grew stronger the closer they got to each other, until their horns touched, bathing the room in a multi-color glow. There they stood for a few seconds, horns touching, until they said, in unison,

"Contractus signati." The light grew brighter and brighter until suddenly, it was gone. Chrysalis was now walking back to her throne, doing a spell. Out of the ground melted a war table, complete with scale models of buildings and even ponies.

"Well, get over here!" said Chrysalis diabolically. "We need to plan. Tonight we plan the Second Changeling Invasion!"


	11. Chrysie's Tale

"We could use your… spiders… to borough into Canterlot and take Solaris by surprise." said Starswirl hopelessly. He had been sitting, pouring over the war map, trying to decide what course of action to take since the day before. While the other ponies went to bed, Starswirl got to stay up until after 3 in the morning, discussing plans on how to infiltrate the castle. He had a few ideas, all of which had been confounded by one single detail.

"We won't be able to get past the shields without Solaris knowing. Stop suggesting stealth. It's pointless." said Chrysalis for about the thousandth time.

"I don't see you coming up with anything, Chrysie." said Starswirl irritably. Chrysalis had not been contributing much to this planning session.

"I gave one good plan!" said Chrysalis annoyed.

"Casting a detonation spell on Twilight and then giving her to Solaris to explode is not a good plan." replied Starswirl in disgust. She had suggested this about five times.

"Maybe not practical, but it sure as hell would be entertaining." she replied, relishing in the idea.

"First of all, Twilight is my friend. Secondly, we are trying to save Celestia. Do I have to go through what happened again?"

"Oh, yes! I would love to hear this riveting tale once more!" she said sarcastically.

"Celestia was hit with the dark magic that was within me. She is now the evil Queen Solaris, who is trying to kill me and my friends. You are needed because we have nowhere else to turn. You should have helped us out of the kindness of your heart. The slightly less moral thing was to help us to protect your people. I thought you were going help because you owed me. The real reason you helped is for your own personal gain. Very immoral, but good strategy nonetheless." said Starswirl, completely aware Chrysalis was not listening.

"So back to the topic." said Chrysalis. "We still need an idea. Unless you want Solaris to destroy us all, of course."

"Let's review what we have to work with." said Starswirl. "What do we got?"

"We have 2 pegasi, 2 Earth ponies, a unicorn, 2 alicorns, 3 counting me, and about, say, 600,000 changeling soldiers all willing to give their lives in the line of duty. What can we do with that?"

"What to do with that indeed? Let's see. We need to get into Canterlot." said Starswirl, beginning to pace back and forth. "Solaris will stop at nothing to kill all of us. She is ruthless, sneaky, intelligent, and about, say, 5 times stronger than she used to be. She will not forgive me for my betrayal. She may be Solaris, but she still has Tia's knowledge and memories. She knows me and the others so well that any plan we could possibly come up with, she will be prepared for it."

"So give up strategizing and go into hiding?"

"No, no, no. Not at all. I never give up." murmured Starswirl, pride and courage in his voice. "I just need to think outside the box. She can predict our moves because she know's our character."

"We already know that Swirly." said Chrysalis with Starswirl still mumbling to himself. "Try to give us something we don't know. What can we do about it, change who we are?" That sentence sparked an idea, a beautiful, simple idea.

"That's it! That is brilliant! Chrysie you might have saved us all!"

"What?! You thought of something?!" exclaimed Chrysalis.

"She knows how to guard herself because she knows what we would do. So, we should do what we don't."

"I don't understand. What do you mean 'do what we don't'?"

"You've known me longer than she has. What would I normally do in this situation?"

"You would probably try to talk her down. If that didn't work, you would sneak in there and make her see reason." said Chrysalis, unaware still of where he was going. Then realization dawned on her. "So do the exact opposite of that!" she shouted, filled with excitement.

"Exactly! So what is the opposite of diplomacy and stealth?" asked Starswirl, equally excited. Chrysalis paused, considering what those might be. When the answer came to her, she replied.

"Violence and brute strength. And those are two things I know very well."

"We have 600,000 soldiers to work with. We can put 100,000 to the north, south, east, and west of Canterlot, and 100,000 above as air support. We can rush in, take out any guards we encounter, and with our combined strength we should be able to defeat her and remove the magic."

"So, the plan is Step 1: Place our troops. Step 2: Something exciting happens. And Step 3:-"

"Profit." finished Starswirl. "We can do this! It's going to work! I would never do this for any reason at all! She'll never see it coming!"

"You don't often rush into things head on like this, do you Swirly?" asked Chrysalis.

"The last time I ran into battle head-first, without a real plan, was when I helped you murder your father."

"Ah. Sweet, sweet memories. We had a lot of fun in those days." said Chrysalis, reminiscently.

"You would call murder fun? On your own father no less." said Starswirl, disgusted.

"If you were me, you'd understand."

"I understand that you have no morality or remorse.", whispered Starswirl with contempt.

"You think I don't feel bad for what I did?" asked Chrysalis hurtfully. "Not a day goes by where I don't think back on that day, wishing it could've gone differently."

"You obviously don't or you'd have thought of something. You didn't try hard enough."

"He enslaved my people and left them to starve! He killed my sisters! Did you know that? I had 3 sisters, 1 older, 2 younger. He tortured and killed them in front of me. I still hear their screams at night. Not to mention what I saw him do to my mother. Or as he liked to call her, his 'mating wife.' Completely different from his 'cooking wife', his 'cleaning wife', his 'pleasure wife' and the 30 other wives he had." said Chrysalis, anger in her voice welling.

"I-I'm s-sorry." said Starswirl, dumbfounded. "I-I had no idea."

"Of course you didn't. There is a few things I didn't tell you about my father. Ever wonder why I picked the specific date we killed my father on? It was my 18th birthday. The significance of that, you ask? That was the day I was supposed to become his new 'pleasure wife'. I would have lived with that, I really would have. But that day, my youngest sister was to become his 'mating wife'. Let me put that into perspective for you. She would have been impregnated over 5,000 times a day. Every day, she would would have had to give birth to new life, thousands of new lives. I couldn't let that happen, so I did what needed to be done. I thought I would save her from her horrible fate. In a way I did. I never told you exactly the casualties of that attack. You know a lot of changelings died. My sister was among them. You remember when my dad whispered into my ear before I killed him?" Starswirl did indeed remember. It was odd, to say the least. There they were, the Hive burning around them, when Morphis trots over to Chrysalis. When he got to her, he leaned in and whispered into her ear. Whatever he said infuriated her to the point where she killed him. Brutally. She beat him to death with a combination of torture spells and her bare hooves. Starswirl didn't understand why until now.

"He killed her." muttered Starswirl solemnly.

"Not just killed her. Brutalized her. Ravished her. Broke her, physically and mentally. What he whispered to me was the story of what he did to her. When we went in there I planned on giving him a trial, at least, but when he got to the part where he ended her life, I lost it. I wanted him to die. I wanted it to be by my hoof and I wanted it to hurt. I got my wish. So don't talk to me as if I am some sort of barbaric creature who kills for the pure pleasure of causing pain."

"I-I'm sorry." said Starswirl, tears welling in his eyes.

"You wanna know exactly what he said to me?" asked Chrysalis, tears flowing down her face.

"N-no. Please d-don't." begged Starswirl.

"He said, 'So my daughter comes forward to try to usurp me. You were supposed become my pleasure wife today. Tragic. You would have been excellent. Too bad you will have to die here. I'm going to kill you, slowly and painfully, just like your sister. She put up a lot of fight before she was ready to lay any eggs. It seems she was too defiant, because as soon as her eggs hatched they attacked. I killed them of course. But I'm droning on here. Say hello to your sister and her children in Tartarus when you get there'. I lost it. He murdered my sister after killing the children that they had together so, yeah, I lost my shit. I regret what happened but, if I had to, I would do it again, 1,000 times over. I will do it all again for the well being of my people." finished Chrysalis.

At this point, silent tears ran down Starswirls face. Never before had he heard this story, this dark nugget of his old friend's past. He had always thought Chrysalis killed Morphis for pure political power. That's why they stopped being friends, he thought Chrysalis was a cruel, evil pony who deserved no pity. He now saw he was wrong.

I hope she will forgive me, thought Starswirl to himself, After this thing with Tia is sorted out, I will have to make up with her. He looked to his right, out of the wall-sphincter that acted as a window. He saw the sun was a little higher in the sky. It seemed to be about 6 o'clock in the morning. The mares should be waking soon. "We should get ready to attack." said Starswirl, wiping his eyes.

"Yeah. I'll tell my soldiers to get into position. Today we take Celestia! We begin the Second Changeling Invasion of Canterlot!" said Chrysalis, her usual vigor back in her voice.

"That's the Chrysalis I remember." said Starswirl. "My best friend, Chrysie."

"Don't get used to it Swirly." said Chrysalis grumpily. "After we're done, I won't stick around. I won't get in between you and your precious Tia."

"I don't want it to be like that. I want to become friends with you again, Chrysie."

"I'm not sure that's going to work, what with your wife being the princess of the opposite faction of creatures, whom I just cheated out of a very important resource to them. And what-not."

"First, Tia is not my wife. Second, she will give you another chance. And finally, you didn't cheat us out of anything. You had leverage and you used it to put you and your people in a better position. It hurts me, but it was a wise move. We really should get ready."

"Right. I will alert my children. I know I said they would gladly give their lives for the cause, but let's not let it come to that. But before we go, I need you to promise never to tell anypony what I told you just now."

"Of course not Chrysie." said Starswirl, who seemed to be concentrating.

"No, I need you to swear, swear on something you care for." said Chrysalis seriously.

"I swear on my life."

"Your life is in shambles. You could die right now and you wouldn't be upset. You'd be glad you don't have to deal with this world anymore. Try again."

"I swear on Equestria."

"You attacked Equestria with the intent of enslaving it's people. So, not quite."

"I swear on Twi, her friends, Luna, Tia!" said Starswirl, with only one more thing he cared about in mind.

"You just met Twilight Sparkle and her friends a day or two ago, Luna still resents you for your crazy spree, and you are planning to kidnap Celestia as we speak. I'm not buying it.

"I swear." sighed Starswirl, upset he had to say this. "I swear on you. My best friend. I would never tell anyone. I swear."

"Fair enough, but only because I know you don't know anypony else. Well, I have to go tell my chil-"

"But, you might want to make Luna swear not to tell anypony as well. Why don't you shed your guise and come join us." Then, out of the nowhere, Luna appeared. She appeared to melt out of thin air.

"How the hell did you know I was here?" asked Luna.

"When I swore not to tell anypony I heard you snicker." said Starswirl, matter-of-factly. "Apparently, you don't think I could keep this secret."

"Actually, I don't" retorted Luna. "You were never really good at keeping your mouth shut."

"This is different. I take it you heard the whole story?"

"Yes. And I am so sorry for what happened to you. I was wrong to judge you without knowing anything about your past. Please forgive me." said Luna sincerely.

"I don't need your pity, you privileged princess of the moon! I don't care for you at all. I would kill you know if it wouldn't piss off Swirly." said Chrysalis poisonously. "So, I will cut you two a deal. Luna, you will not tell anypony what you have heard of my past. If you do, Starswirl will allow me to kill you. Slowly. Painfully. Inhumanely. Deal?"

"I agree. I will never tell anypony." said Luna, no hesitation. "Starswirl?" He said nothing. "Starswirl. agree to these terms."

"I can't. What if you let it slip?" asked Starswirl skeptically.

"I would never! Just agree to it! It's the only way she might begin to forgive me. I would like to become friends with her. Please." begged Luna. Starswirl, still silent, considers. He knew Chrysalis would use this threat as more leverage for more love. Somehow. He wasn't quite sure how, but he knew Chrysalis well. She was crafty and would find a way to work it into her favor.

"No. I refuse." said Starswirl sternly.

"You owe me this Starswirl!" shouted Luna. "You owe me this friendship! It was your fault I never had any friends when we were younger! All I had was Tia and she was often too busy to deal with me! So do it! Give Loony Luna a chance to make just one more friend!"

"I thought you hated that name." said Starswirl.

"Well, maybe it's growing on me. In fact, I like it. You know why? Because I understand now. I am loony. Loony in all the right ways. I was loony enough to try to protect you, loony enough to fight Tia and loony enough to be in a room, right now, with Queen Chrysalis, one of the most powerful beings in Equestria, and try to be friends with her! Loony indeed! Agree to her terms, or Loony Luna will kick your ass until you do!" said Luna hysterically. "Just do it!"

Starswirl looked between his two friends, Luna looking insane, Chrysalis looking concerned, a complete opposite of how it normally is. "You really want this, don't you Luna?"

"Yes!" said Luna.

"Alright. I agree. If Luna tells anypony about your sister, Chrysalis, you may kill her and I will not interfere." said Starswirl finally.

"Thank you Swirly." said Luna, drawing out the last word.

"Whatever you say Loony." said Starswirl mockingly.

"Well, now that we're done here, let's get the team together." said Chrysalis, voice filled with anticipation. "We have a princess to save!"


	12. The Second Changeling Invasion

Starswirl ran into Twilight's library, the 7 mares and changeling queen trailing behind him. In the very center of the room sat Shining Armor and a small green and purple dragon, playing cards. When the ponies entered the library, Shining Armor immediately snapped to attention.

"Did you find her Twily?" asked Shining.

"Is that Shining Armor I hear?" asked Chrysalis mockingly.

"Well that answered my question. Well what's the plan?"

"We are going to rush the castle with very little strategy." said Twilight moving to the center of the room. Her horn began to glow and suddenly…

BOOM!

A hole exploded into her floor. Debris flew out, stopping in mid-air. The rubble floating in the air slowly floated down into the crater. Slowly but surely, the stone from the floor formed itself into a staircase. Twilight made her way down these stairs.

"Well, that's not a very good idea." said Shining Armor.

"It will work Shining Armor. Have faith." said Luna.

"When do we leave?"

"When Twilight gets back, we'll pack up and leave." said Starswirl. "The changelings are already in place. We are going at Solaris from all directions!"

"Everypony get ready!" said Twilight, walking up her hastily made stairs. When she got out of her basement, she was holding a blue box with gold trimming. Encrusted into the box were jewels, amethysts and rubies and emeralds. Twilight opened box and pulled out five choker necklaces and one crown. Each of the chokers and the crown had a jewel in the center in the shape of one of the mare's cutie mark. A butterfly for Fluttershy, an apple for Aj, a diamond for Rarity, a lightning bolt for Rainbow, a balloon for Pinkie, and a six pointed star on the crown for Twilight. She gave the mares the choker with their cutie mark and put the crown on her own head.

"Nice jewelery, but I think we should really get going!" said Starswirl couldn't help his fidgeting. He was ready to get this over with. Starswirl tended to get jumpy when he was running to mortal danger. Which, he noticed, was becoming more and more frequent the longer he stayed around these mares. "You mares have your earrings and makeup on? Sure? Good. Let's go."

Starswirl trotted out of the library, gesturing for the rest to file out.

"Oh and this dragon must be Spike." he said, leaning in the doorframe. "I like dragons. When we survive this I'll have to sit down and have a nice chat with you. That soup was delicious. You will have to give me that recipe. But we really have to go now. Come on."

Shining Armor, Queen Chrysalis, Princess Luna, and the rest of the mares followed him out of the library. They got trotted in a circle, where they stood.

"Hold on." said Chrysalis. "I want my children to rush in as soon as our hooves hit the floor. I have to tell them to get ready." She stood there, eyes closed and horn glowing. She concentrated hard and then her horn flared into light. "Alright. They will be ready."

"Let us go." said Luna, pointing her horn to the center of the circle. Then Twilight did the same, followed by Starswirl, Chrysalis, and Rarity. While Rarity's magic was not strong enough to teleport, she could still lend her power. Their horns glew their respective colors, which began to meld into a bright, blinding white light. And suddenly…

POP!

They were right outside of Canterlot, a few meters away. They made their way forward, towards a large group of Canterlot guards. Starswirl, Twilight, Luna, and the rest of the mares jumped to cover, all except Chrysalis, who walked forward boldly. She walked right up to the guards, turned and gestured to her hiding allies.

"Come on, you scaredy-ponies." she yelled over her shoulder. Turning to the guards, she said, "Boys I told you we weren't doing the stealth thing. I know that's what we did last time but this is a little different." The group of Canterlot guards burst into a fiery green aura. When the aura dissipated, what remained was about 100,00 changelings. "Oh and try not to kill any of these guards, and definitely don't kill Celestia. If you pull this off, we'll have five years worth of food. If we save up, we can make that last for ten. So don't screw this up, my children."

"Yes, your highness. We will try our best." said the changeling at the front of the group, saluting. "Shall we tell the other squads to begin the attack?"

"Yes. We want to get in and out as soon as possible. With as little collateral damage as possible."

"Yes, ma'am!" he said, his horn glowing and flaring. "They are marching out ma'am."

"Excellent. You do the same. Are you scaredy-horses going to get down here or are my children going to have to do this alone?" yelled Chrysalis to Starswirl. Starswirl and the rest of their group sauntered down to join her. A short second later, they heard the familiar THWING! THWING! that showed the changelings were chipping away at the magical shields protecting Canterlot. "Well, let's get in there!" shouted Chrysalis, breaking into a run, her army tailing her. They sprinted until they got to the edge of the city, where the shield began. When they reached this point, Shining Armor used his top security clearance and they simply stepped through into the city. There they were confronted by about 1,000 guards.

"YAAAAAAAH!" screamed Rainbow Dash, running to attack the nearest guard. She tackled him to the ground, beating his face in with her hooves. The rest of the ponies sprung into the fray. Applejack ran and kicked two guards in the jaw with her hind hooves. Then the changelings exploded into a frenzy of attacks. Hooves meeting face with a sickening THUD!

"Come on!" said Starswirl. "We need to get there now!"

"Split into two groups!" yelled Chrysalis, jumping over fallen guards, "Half of you will come with us! The rest will stay here and deal with these guards! Catch up as soon as you get a chance." She galloped through Canterlot, Starswirl and the mares behind, dodging out of the way of guards. Eventually, they reached a calm area, where there were no guards attacking. The group slowed to a walk, ever-alert, ever-prepared for the attack. They walked up to the bridge that connects the city to the castle. Starswirl went to step over the bridge when…

"STOP!" yelled Rarity concerned. "Don't step on the bridge!"

"What?!" asked Starswirl, hoof suspended in mid-air.

"Darling, I don't use normal, run-of-the-mill magic. Mine is different. I use my magic to scan through the earth for gems and precious ores." said Rarity. "And I'll tell you this: I sense that there are sunstones buried in the bridge. Why would there be sunstones in the bridge?" Starswirl took a second to consider it and came up with an explanation.

"Sunstones hold detonation spells exceptionally well!" said Starswirl, retracting his hoof. "She means to blow us to Kingdom Come. Nice catch Rarity!"

"Thank you darling! I believe I can get them out without them exploding." she replied, her horn glowing a light teal. Slowly out of the bridge melted 30 orange stones, shaped like the sun, each emitting a light orange glow. "Can any pony disarm them?"

"Twilight could probably do it." said Luna, "But let's put these to good use. Chrysalis, how long will it take for your troops to break through the shields?"

"About 20 minutes." said Chrysalis.

"Make that 20 seconds." said Luna, who then levitated all 30 stones and launched them at the shield.

BOOM!

The sunstones exploded, destroying the shield. Shards of shattered magic fell from the sky, which disappeared after a few seconds. The changelings flew down, raining from the sky. They flew around attacking guards and protecting their queen and her friends.

"Remember: We are not fighting to kill!" yelled Chrysalis to her troops. "Come on!" They ran over the bridge and into the castle. They reached the gate which was locked with no way to get in.

"Pinkie." said Starswirl, "Can you take care of this door?"

"Okey-dokey-lokey!" said Pinkie Pie, reaching into her mane. "I think my party cannon will do the trick!" Out of her mane, she pulled a large cannon with a pink barrel, blue wheels with daisies on them, and a big red button on top. Standing on her hind hooves, she aimed the cannon at the door. She delicately and precisely set her sights on the door. When it was aimed to her liking, she slammed her hoof on the button. The other ponies threw their hooves over their ears, awaiting for the impending BOOM.

PFEW!

The cannon made a cartoonish noise and launched confetti and streamers a few yards.

"Oops!" said Pinkie "I must have put the confetti in here and the Boom-Kaboom-Boom stuff in the party favors! Hope nopony get's into them!"

"What now?" said Starswirl. Ever since he heard Pinkie owned a cannon, he had been banking on it getting them in the castle. He should have known it was a party prop.

"Um…" said Pinkie, thinking carefully. "Oh! I have an idea!" She began to dig through her mane. After a few seconds of rustling, she pulls out a lavender helmet with two white stripes running down the middle. Placing it on her head, she strapped it around her chin. "I borrowed this from Scootaloo!" said Pinkie.

"What are you doing?" asked Starswirl concerned. Pinkie Pie, ignoring him, climbed into the cannon. "I don't think that's sa-"

"IT'S PARTY TIME!" bellowed Pinkie, smashing the button.

PFEW!

BOOM!

CRASH!

Pinkie Pie flew through the air, her body covered in confetti, and bashed head-first into the castle gate. The door exploded into splinters, Pinkie flying completely through. The other ponies looked on with a mix of awe and terror. Getting over their shell-shock, Starswirl led the group through the hole in the wall. As they walked through the rubble of the door, Starswirl noticed that there were five guards, unconscious and lying on the floor. Disregarding the bodies, Starswirl walked forward and turned down the left corridor and was met with a hoof to the face.

WHAM!

Starswirl stumbled backwards, distorted from the blow. A couple dozen guards step out from around the corner to confront the army.

"Halt!" said one. "You are under arrest!"

"No!" said his comrade. "Remember what Princess Celestia said? She said take no prisoners. That means kill them!"

"But Princess Luna is with them! So is Shining Armor and Princess Twilight! We can't kill them!"

"We can't just ignore a direct order from the Princess!"

"Well, what do you think we should do?"

"Let's just take them to Princess Celestia. She'll tell us wh-"

PEWM!

PEWM!

Luna and Chrysalis each launched a bolt of magic at one of the arguing guards, knocking them out.

"When this is over, you guys are being dishonorably discharged for sheer stupidity!" said Shining Armor, blasting another guard. All hell broke loose. More guards left their post to come aid their comrades. Soon enough, the 3 dozen guards became fifty-thousand guards. Chrysalis stepped forward to the front of the group, standing right in the face of a wave of guards. With a tiny nod, she commanded the changelings to charge. 50,000 changelings met with 50,000 guards. Hooves met face and spells met bodies.

"Come on! We can't sit around fighting!" called Twilight.

"Already?!" laughed Luna, her hoof connecting with a guards gut. "I haven't been able to cut loose like this in ages!"

"Fight, my children!" yelled Chrysalis. "Do not enter the throne room! We will handle it and come get you when we're done!" They sprinted through the long halls, reaching the throne doors.

"Ready?" asked Starswirl, pausing in front of the grand doors. Without waiting for a response, he says, "Good. Let's go." With that he twirled around, tail facing the door, and kicked with all his might, knocking the door in, where they ran in to confront the corrupted princess.

"You made it through the city?" said Solaris evilly, "I knew it would come to this. Luna may have been a master of divination, but I'm still pretty good. I foresaw something today, something I guessed at, but now, I can say it without a shadow of a doubt. One of us will die here, right now. Let's find out who it will be!" she said aiming her horn at the group of adventurers.


	13. Stand-Off with the Queen

"Don't do it Solaris!" yelled Luna, pointing her horn at Solaris. "Cast that spell and 3 painful death spells will hit you directly."

"You don't have the guts, Luna." said Solaris, though she did retract her horn a bit.

"Try me sister. Go ahead. Let's see how loony Luna is."

"Fair enough." said Solaris. "But while we're talking about backing ponies against the wall." And she blasted a spell that hit Luna in the chest.

"AHHH!" yelled Luna.

PEWM!

Starswirl, enraged at the attack and sensing an opening, launched a spell at Solaris.

CRACK!

A wall of orange light cracked in front of Solaris. The wall shattered, fragments falling to the ground, where they disappeared.

"Relax." said Solaris. "The spell does not kill. It was just a suppression spell. She won't be able to cast any spells for a while."

"She's right!" said Luna, straining her brain, her eyes screwed together in concentration. "I can't even do a simple levitation spell!"

"I think I know a spell to counteract it" said Twilight, concentrating. When her horn did not glow, she drew concerned. "I can't use magic either!" she said panickedly.

"Did I mention it's contagious?" said Solaris with a snicker, her horn still trained on Starswirl.

"Chrysalis. Cover me." said Starswirl, not daring to take his eyes off of Solaris for a moment. When Chrysalis had steady aim on Solaris, he pointed his horn over his shoulder at Twilight and her friends. His horn began to glow blue and suddenly, they were surrounded by a blue force-field. "That's a shield that will keep the contagion away from us." said Starswirl. "I will have to ask you guys to stay in there. If you leave, you may expose me and Chrysalis to the spell, leaving us defenseless. Do not leave that area! Rainbow Dash! Luna! I am talking to you."

"Alright, Alright!" said Rainbow and Luna together.

Now that he was less preoccupied, Starswirl got a chance to look around the throne room. It changed since he was last here. The beautiful, grand mosaic windows that told the story of various adventures were covered in cement, on top of which were large glass mirrors, a little taller and wider than Starswirl.

Well, I guess that eliminates the idea of an escape, thought Starswirl, What can I do? Me and Chrysalis will never be able to attack in perfect unison. We'll have to stall until I think of something

"Solaris. Out of curiosity, how did you make this prediction that one of us will die here today? Hoofistry? Tea-leaves? Did the planets align?" asked Starswirl.

"And how come Luna didn't see it?" questioned Chrysalis. "She's supposed to be better than you."

"Erm. I have a confession to make." said Luna sheepishly.

"Really?!" said Starswirl with exasperation, not faltering his horn from Solaris.

"I was doing some fortune telling." said Luna. "And I saw the same. Although my vision was a little different."

"Different?!" said Solaris, hungry for the information. "Different how?!"

"Why should I tell you?" said Luna, trying to buy Starswirl some thinking time.

"It's the only thing keeping you alive right now. Tell me or you die."

"You have nothing that can hurt me." said Luna boldly. But noticing the orange spark on the tip of the queens horn, she hastily added, "But I'll tell you anyway. Before our first attempt to take you out Solaris, I went to meditate before departing. There I sat, inhaling the incense that I got from Zecora. You know who that is, Solaris? She's a zebra who lives in the Everfree Forest. She only speaks in rhyme. Isn't that weird. I wonder if it's reflex or if she thinks of them in advance. Do you think she could stop if she wanted to? Was she born like that or-"

"Out with it!" said Solaris. "Hurry up and spill it!"

"Alright, alright." said Luna, trying hard to think of how to kill more time. "I was meditating when my eyes began to glow. I know because I was in front of Twilight's mirror. Then I heard voices. I heard somepony whisper in my ear. They said 'Prepare yourself for the loss of one, from where the both of you came from.' It was a premonition of things to come. 'Loss of one' being one of us and 'Where the both of you came from' being here, where me and Starswirl came from to meet Twilight."

"But that's roughly what I heard." said Solaris. "How is that different?"

"After we left to the Hive, we had to set up camp. When everypony went to sleep, I had another one." said Luna, "This time it said 'The loss of one, the gain of another. And finally the joining between two lovers.' I have no idea what that means."

Joining of two lovers?, thought Starswirl, What the hay does that mean? Two lovers. Two… Lovers.

"That's an interesting story." said Chrysalis. "But I'm afraid that none of that matters."

"And why is that?" asked Luna.

"Because all of you will die here!" replied the queen, stepping to the right, her horn now aimed at Starswirl.

"Traitor!" yelled Shining Armor from inside the force field.

"Yeah, well, I kinda saw that coming." said Starswirl. "I knew Chrysalis would betray me the moment she got the chance. This doesn't really hurt me, though. If anything, this helps. It takes the focus off of just me. It's much easier to win a three-way duel." Chrysalis seemed determined to prove him wrong however. She continued walking until she was right next to Solaris. Now Starswirl had two horns trained on him.

"Ah. That explains why there was so many guards. You tipped off Solaris, didn't you?" said Starswirl, still deep in thought.

"I didn't believe you would hold up your end of the deal." said Chrysalis. "Solaris wants the love gone, so me and my people get to eat for eternity."

Joining of two lovers., thought Starswirl to himself. The phrase kept bouncing around in his skull.

"So, while that was an interesting story, you are done stalling." said Chrysalis. "Let's wrap this up."

"Before you kill us." said Luna. "I have one more story. The story of the attack on the Hive all those years ago."

"You swore never to tell!" spat Chrysalis.

"You're going to kill us anyway." said Luna, "Why not have some fun? The story starts years ago, before Starswirl became my friend. They we-"

"Actually Luna, I would like to tell a story of my own." said Starswirl, a plan having formed in his head. Now it was just a matter of springing Luna's memory.


	14. Reminiscing and Successful Rescue

"Will you two grant me this last request?" said Starswirl. "Just let me tell this story. You two will kill me after anyway. Just listen."

"Why should we?" inquired Solaris.

"A number of reasons." said Starswirl casually. "To get this off of my chest. Tell Twi a little more about me before we die. But mostly to stroll down memory lane with Luna. Do you mind if I get some water?" Without waiting for an answer, he summoned a glass full of water with his magic. Taking a seat, he began to drink. "This story begins years ago, before we earned our wings." At that moment, Starswirl realised, for the first time, that he would never have wings again. "It's common knowledge that me and Luna went out for a short period. Short, of course, being a relative term. We went many places, had many adventures. This adventure in particular happened when we took a trip to Saddle Arabia."

"Um, Starswirl?" asked Twilight. "You might want to know th-"

"Hold your tongue, Twi. I got it." said Starswirl, shooting her a look of pure relaxation. "Now, where was I? Oh, right. We were in Saddle Arabia, running a quick errand for Discord. We finished way too early, so we decided to make reservations for dinner. We had a couple hours to kill, so we went and had a drink or two. We were relaxing, having a good time. I may have gotten a little tipsy."

"After we left, you threw up then passed out in a puddle of your own vomit." called Luna.

"Ok, ok. I got pretty plastered. Keep in mind that it's that strong Saddle Arabian vodka. So I went to go get another bottle, when I bumped somepony. Spilled his drink all over his nice, fancy robes. Turns out he was a prince of that country. I had no clue. So I looked at him, trying to apologize. 'I'm sorry. I'll pay for it' I said. I reach for my saddlebags, to grab my bits. He stopped me and said… What did he say again?"

"I believe his exact words were 'That drink cost more than you are worth, you filthy peasant.'" said Luna.

"Right, right. Just to clear this up, I am a very different stallion when I'm drunk. Normally, I would have said something sarcastic and walked away. But, when I've been drinking, I'm a little less stable. I tried one more time to pay him off. He said 'You can't afford this drink with money alone.' I thought he meant I could work it off. He said 'Your bits can't pay for this, but I'll take your mare.' I didn't like that, not… one… bit."

"Starswirl!" called Twilight. "This is urgent."

"Twilight, hold all questions until the end." replied Starswirl. "I do not want to repeat myself. Back to the story. I replied with something witty. I can't remember exactly what I said."

"You said, 'Go drown yourself in a lake of rubbing alcohol.'" supplied Luna.

"Thank you Luna!" yelled Starswirl. "Suffice it to say, he was ready to fight. I would have taken him out right then, if he didn't call his gigantic bodyguard over. So I had two ponies to deal with. I was nervous, but I couldn't back down. So I blasted down the bodyguard with two quick spells. I had no idea what to do next, so I rushed at the prince. I don't really know how to explain what happened next, so I'll just show you!"

PEWM!

Starswirl shot a blast of magic right at Chrysalis, knocking her out.

PEWM!

Solaris retaliated, she aiming to kill. The spell soared through the air, at high speed right at Starswirl. Right before it hit him, Starswirl turned his body to smoke, allowing the spell to fly right through him.

POING!

The spell bounced off a mirror directly behind Starswirl, flying through his body and colliding with Solaris, knocking her out. As she fell to the ground, Starswirl materialized himself and galloped at full speed to the two queens. Concentrating hard, he hoisted the queens in the air. He spread their hooves apart, spread-eagle. Glowing energy formed around each of their hooves, which connected to the floor and roof of the throne room. The energy solidified into steel, dark as night.

"That's how you save a princess!" yelled Starswirl. "Nice work, Luna!"

"Thanks! Now fix this spell!"" said Luna.

"Will somepony explain what happened?!" asked Twilight, who hated being kept out of the loop.

"When I summoned my water, I also placed a spell on Luna that would make it hard for others to notice her." said Starswirl, placing more and more spells on the chains. "A perception filter. Didn't make her invisible, just very hard to pay attention to. Coincidentally, when did you realise?"

"When you started talking about that night." said Luna. "Up until today you never acknowledged that night ever happened."

"Ah." said Starswirl. "All that actually happened by the way, Twilight. Can you guys get over here so we can remove this magic before Solaris comes to?"

"We still can't use magic." said Twilight patiently.

"My word, he's hopeless." said Luna with a small smirk.

"Right. I can cure that lickety-split." he said, aiming his horn at the group. His horn began to glow, launching tendrils of light, all of which hitting the team in the chest. After a second, they simply vanished. "There. Now, get over here!" Twilight and Luna sprinted over to assist the exorcism of dark magic.

"Aww. She's almost cute when she's not trying to murder us." said Luna.

"Well, let's try and keep it that way. I think I know a spell that will work." said Starswirl, his horn glowing faintly. "Lend me some power?" Luna and Twilight leaned their horns towards Starswirl, feeding him some of their magic. His horn grew stronger and stronger and stronger, until the light was almost blinding. "Alright. That's enough. This will only take a sec-"

BOOM!

Starswirl flew backwards onto his back, his horn smoking slightly. Luna ran to re-confine Solaris who, to her shock, was still chained and unconscious.

"It's ok!" called Starswirl, getting back to his hooves. "The spell backfired, that's all. I'll try again." Returning to Solaris, he fired up his horn once more.

BOOM!

BOOM!

BOOM!  
BOOM!

Again and again Starswirl tried the spell, and again and again, he failed, him being launched against the wall. He was running out of energy and running out of hope. What to do?!, screamed Starswirl in his head, I can't do this! The spell's not working! Why can't I do anything right?! What to do, what to do?!

"What do we do?" asked Luna concerned.

"I should have known it would come down to this." sighed Starswirl. He didn't want to do what he was about to do, but it was the only way.

"What are you going to do?" asked Twilight. When she got no answer, she got worried. "What are you going to do?!"

"I can't destroy the dark magic. So, I'll do the only thing I can: I'll take it back into my body."

"NO!" cried Luna.

"Surely there's another way?" asked Twilight desperately. "You don't have to do this!"

"I kinda do have to do this." said Starswirl, with a weak smile. "Don't worry Twilight. You are a powerful unicorn. Sorry, a powerful princess. If you could finish my destiny-swap spell, you can find a way to fix me later."

"No." said Twilight, tears rolling down her eyes. "I was just getting to know you. I can't lose you now."

"You won't be losing me. I'll just be taking a little… vacation. When you fix me, we'll surely have more adventures. I would like to mentor you. If that's cool with you." said Starswirl, trying very hard not to cry.

"Of course you can!" said Twilight. "As soon as we leave here, I'll get to work on that spell."

"I'll be waiting for you." laughed Starswirl. "Now, can I have a talk with Luna? In private?"

"Of course." said Twilight, trotting over to her friends. She walked up to Shining Armor and snuggled up against her brother.

"It'll be ok, Twily." said Shining Armor tenderly.

"Yes it will be." said Twilight. "Because I'm going to fix this right now."

"Not that ah doubt yer skill, sugarcube, but how are ya gonna pull that off?" asked Applejack.

"Not I. We." said Twilight. "Wait until my count of three, then fire your Elements."

"At what?" asked Rainbow.

"Me." replied Twilight. "Just wait. It will all make sense." Turning her head, she saw Starswirl was still talking with Luna. Tears running down both of their faces, Luna threw herself into Starswirl's hooves. After a few seconds of tender hugging, they separated. Starswirl gestured for her to return to the group.

"Farewell, friends. Can't wait to see you again." called Starswirl, tears flowing down his eyes. Turning to face Solaris, he began to cast spells. His horn began to glow crimson instead of it's normal blue. Turning to face his friends one last time, he shot them a teary smile. Then he placed his hoof over Solaris' heart. Her coat began to glow orange, which melded into black.

"One." said Twilight, calming her nerves. The black glow rose up into Starswirls leg, eventually covering his entire body. "Two." said Twilight, walking towards Starswirl. Solaris' black glow brightened, turning from black to white. "THREE!" bellowed Twilight, placing her hoof on Starswirl's back. The Spirits of the Elements of Harmony sprung into action. A beam from each Element flew out and hit Twilight, each a different color. Applejack's was orange, Rainbow's red, Fluttershy's was pink, Pinkie's was turquoise, and Rarity's purple. All five beams collided into Twilight, melding into one white light. The room filled with light, blinding all in the room. The light began to subside, and when the ponies regained their sight, they could see Starswirl and Twilight falling to the ground, purple smoke pouring from her eyes.

"What happened?" gasped Starswirl. "Did the spell fail?"

"Uhg!" moaned Twilight, lying on the floor.

"Twilight!" he yelled, helping her from the floor. "What did you do?"

"I absorbed the magic, then converted it to light." coughed Twilight.

"But that would require a large amount of magic, more than can exist in any one pony. Not to mention you would need a conductor to stop it from burning through your life energy. The only thing that could do that is an Element of-" he said, looking up at Twilight's crown. "That's an Element of Harmony! You turned them into jewelry! That's kinda brilliant. How did you know to use the Elements?"

"I do teach my students pretty well." whispered a voice from behind them. Turning around, Starswirl noticed that Solaris was awake. Only this was no longer Solaris. He could tell just by the tone of her voice: Celestia was back.

"I'm awake as well." said Chrysalis. "Not that anypony cares."

"I actually wanted to talk to you Chrysie." replied Starswirl. "We need to talk about our deal."

"Yeah… what do we still have to talk about?" inquired Chrysalis. "I helped you save your princess. I get my love."

"Actually, you don't." said Starswirl, watching Chrysalis' face contort in anger. "If you remember correctly I said, and I have no clue how you didn't catch that, I said 'I, Prince Starswirl'. Do you see it yet?" Seeing the blank look on Chrysalis' face, Starswirl turned to show her his side. "No wings. See? I'm technically not a prince, leaving the contract we signed null and void."

"Just because you don't have wings, doesn't mean you're not a prince. Look at Blueblood." said Chrysalis desperately.

"Yes, but Blueblood is only a prince by family. I'm not related to either of the princesses. I earned my royal status and then lost it. That contract had no legal binding."

"You cheated me, Starswirl! You will pay for this." spat Chrysalis.

"Don't worry. You won't starve. I will work something out with Tia."

"After you unbind me, right?" said Celestia. "I mean, I love being hung uncomfortably from the ceiling as much as the next mare but, come on."

"Sorry." said Starswirl, dispelling the chains from Celestia. "You may want to tell your guards to stop brutalizing the changelings. We can send them on their way."

"Agreed." replied Celestia, trotting out of the throne room, levitating Chrysalis behind her. "Take your queen, changelings. She is injured. Care for her. Guards! Retreat!"

Starswirl looked around the throne room, basking at his victory. Finally!, thought Starswirl, I won! I saved everypony! I get to teach Twi, date Tia, and be friends with all these awesome mares! Awesome!

"Come on guys." said Starswirl. "Let's go to the library. We need to relax." He was so excited at having all these friends that he didn't notice Twilight's eyes flash crimson.


	15. Epilogue

"Coming!" yelled Twilight, putting down the book she was reading. Trotting downstairs, she opened up her front door. In the frame stood her new teacher and mentor, Starswirl. "Come on in, Starswirl!" she said happily, inviting him in. He walked in with purpose and took a seat on the floor.

"Can I ask you something?" asked Starswirl.

"You already have, but you can ask me something else." answered Twilight.

"You know after the whole Solaris thing, me and Tia started dating again, right?"

"Uh-huh." nodded Twilight.

"Well, that was a month ago. While that's not very long for two new lovers, me and Tia have a lot of history, so I don't feel we're rushing into this." said Starswirl, unaware on how to proceed.

"No way. Are you going to-"

"Not without your permission. I already asked Luna and she said to talk it over with you."

"What makes you think my opinion would matter?" asked Twilight curiously.

"Tia regards you as a daughter. She'll heed your advice. I also wouldn't do it if you didn't want me to." replied Starswirl. "If you don't approve, then…"

"Of course you can marry Princess Celestia." said Twilight. "I mean, of course, I give you permission. This is assuming she'll say yes."

"As if she could say no to this handsome hunk of stallion." said Starswirl arrogantly, turning to leave the library. "Well, thank you! I have to go propose! Wish me luck. No, actually, don't. I don't need it." He galloped out of the library, shutting the door behind him. When Twilight was sure he was gone, she ran back upstairs. Looking out of her window, she could see Starswirl riding out of Ponyville on a chariot driven by two white pegasi.

"Finally, the pieces all fall into place." said Twilight, her eyes turning blood-red. She sat down and picked up her book titled Dark Magic Through History and continued to read.

* * *

**Author's Note: I know, I know, obvious sequel is obvious. Well, if you are reading this note, one of two things is true: 1) You finished the story or 2) You read stories from the end to the beginning. If the latter is true, you are weird but interesting. If the former is true, then thank you for sticking with the story to the end. Please review honestly if you're going to review at all. This being my first story ever, I think it came out pretty OK. Hope you enjoyed. Farewell!**


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